General Terms and Conditions
1. ACCEPTANCE Any acceptance of this Purchase Order is limited to acceptance of the express terms contained on the face and the back hereof, but, if for any reason, Seller should fail to confirm acceptance in writing, the commencement of any work or performance of any services hereunder by Seller shall constitute acceptance by Seller of this Purchase Order and all of its terms and conditions. Acceptance of this Purchase Order is hereby expressly limited to the terms hereof. Any terms proposed by Seller that add to, vary from, or conflict with the terms herein are hereby objected to and rejected. The proposal by Seller of such additional terms shall not operate as a rejection of this offer unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods. If this Purchase Order has been issued by Buyer in response to an offer, the terms of which are additional to or different from any of the provisions hereof, then the issuance of this Purchase Order by Buyer shall constitute an acceptance of such offer subject to the express condition that Seller assent that this Purchase Order constitutes the entire agreement between Buyer and Seller with respect to the subject matter hereof and the subject matter of such offer.
2. PRICES. Prices stated in this Purchase Order apply to all shipments made or services rendered hereunder. Buyer shall have no obligation to honor invoices for goods or services at any increased price unless and until such increase shall have been confirmed in writing by Buyer. The acceptance of this Purchase Order constitutes a warranty that the prices to be charged for goods or services ordered herein are not in excess of prices charged to other customers for similar quantities and delivery requirements. Seller agrees that if, at any time during the life of this Purchase Order, it quotes or sells at lower net prices like goods or services under similar conditions, such lower net prices shall from that time be substituted for the prices named herein. Unless otherwise specified, the prices on this Purchase Order are complete and no additional charges of any type shall be added without Buyer’s express written consent. No charges will be allowed for boxing, crating, carting or storage. Discount terms shall be shown on the face of each invoice. Unless otherwise specified, this Purchase Order and all provisions hereof must be fully performed and complied with before payment by Buyer shall become due. The discount period, if any, shall begin to run on the date of Buyer’s receipt of a correct invoice accompanied by bills of lading or on the date of Buyer’s receipt of conforming goods at the shipping destination specified, whichever comes later. Unless freight, taxes and other charges that the Purchaser has agreed to pay are itemized, any discount will be taken on the full amount of the invoice.
3. DELIVERY. The obligation of Seller to meet the delivery dates, specifications and quantities as set forth herein is of the essence of this Purchase Order. Deliveries are to be made both in quantities and at times specified herein, or if no such quantities or times are specified, pursuant to Buyer's written instructions. If Seller's deliveries fail to meet schedule, Buyer, without limiting its other rights or remedies, may direct expedited routing and any excess costs incurred thereby shall be debited to Seller’s account. Buyer may in accordance with paragraph 12 hereof cancel all or part of this Purchase Order in the event Seller fails to deliver goods as scheduled herein. Buyer shall not be liable for Seller's commitments or production arrangements in excess of the amount, or in advance of the time, necessary to meet Buyer's delivery schedule. Goods which are delivered in advance of schedule are delivered at the risk of Seller and may, at Buyer's option: (a) be returned at Seller's expense for proper delivery; (b) have payment therefore withheld by Buyer until the date that goods are actually scheduled for delivery; or (c) be placed in storage for Seller's account until the delivery date specified herein. Title and risk of loss on all goods supplied to Buyer hereunder shall pass to Buyer in accordance with the INCOTERMS (2000) trade term referenced on the face of this Purchase Order or, if such trade term is not referenced, upon delivery to Buyer at Buyer's facility or designated warehouse.
4. BLANKET PURCHASE ORDERS. Where this Purchase Order is for purchase and sale of a stated quantity, Buyer shall not be obligated to purchase any additional quantity. In the case of Blanket Orders: (a) Seller agrees to furnish Buyer's requirements for the goods or services covered by this Purchase Order to the extent of and in accordance with the delivery schedule set forth therein, or, if no such schedule is set forth, then pursuant to Buyer's written instructions; (b) Buyer shall have no obligation to honor invoices for goods or services fabricated, rendered or delivered other than according to the delivery schedule or written instructions by Buyer pursuant to (a) above; and (c) Buyer shall be entitled to make other purchases at its discretion in order to assure its production operations and maintain reasonable alternative sources of supply.
5. TAXES. Unless otherwise indicated, the prices set forth in this Purchase Order do not include applicable national, federal, provincial, state, local or other applicable taxes. All such taxes shall be stated separately on Seller's invoice. The prices stated herein do not, nor will any invoice of Seller, include any tax with respect to which an exemption is available or is indicated by Buyer hereon or otherwise, or any excise or other tax with respect to which Buyer has furnished Seller an exemption certificate. Seller agrees to pay any and all personal property ad valor, or value added, taxes assessed or otherwise levied against any property placed in the hands of Seller by Buyer for the purpose of fulfilling this Purchase Order. In case it shall ever be determined that any tax included in the prices herein was not required to be paid by Buyer, Seller agrees to notify Buyer and to make prompt application for the refund thereof, and to take all steps to procure the same and when received to pay the same, including interest, if any, to Buyer.
6. INSPECTION. All goods and services purchased or furnished hereunder shall be subject to inspection and testing by Buyer, and by any other party designated by Buyer, at all times and places, and when practicable, during the manufacture thereof. Where Buyer requests a sample, Seller shall not proceed with the fabrication or furnishing of the balance of the goods ordered until Buyer has approved the sample or has authorized in writing further production prior to sample approval. Any goods and/or services which fail to conform to the provisions of this Purchase Order (including, without limitation, Seller's express and implied warranties) or goods shipped other than in the quantities or not at the time and place specified in Buyer's delivery instruction, or other than in containers or packages conforming to Buyer's specifications (or, in the absence of such specifications, in recognized standard containers) (collectively called 'nonconforming goods'), may be rejected. Buyer's approval of samples, receipt of goods and/or services and payment therefore, or any of them, shall in no event constitute an acceptance of the goods and/or services and shall not limit or impair Buyer's right of inspection and rejection or any other remedies to which Buyer may be entitled, nor shall any of the foregoing relieve Seller of any of its obligations and warranties hereunder. Non-conforming goods may be held or returned to Seller, at Seller's expense and risk, for credit or for refund of the purchase price therefore and shall be replaced by Seller only upon the issuance of a new purchase order or purchase order release by Buyer. Buyer may charge to Seller, all expenses of unpacking, examining, re-packing, storing and re-shipping any goods rejected as aforesaid, may, at its option and without limiting its other rights and remedies, make repairs to the defective goods and charge Seller Buyer's actual labor cost of those repairs, plus factory overhead, and may also charge to Seller any other incidental or consequential damages suffered by Buyer as a result of the non-conforming goods. Neither the exercise by Buyer of its right of inspection and testing nor the failure of Buyer to exercise such right shall relieve Seller from any of its obligations or warranties hereunder or limit or impair any right or remedy of Buyer hereunder or provided by law.
7. WARRANTY. Seller warrants that all goods or services ordered or provided hereunder: (a) will conform in all respects with the specifications, drawings, samples or quality control or other procedure or description, whether furnished by Seller or provided by Buyer; (b) will be merchantable and free from any defects in material, design and workmanship; (c) shall be fit and sufficient for the purposes for which they are intended; and (d) shall be properly and adequately packaged, marked and labeled in compliance with relevant laws, standards and regulations. Seller further warrants that it has good title to the goods supplied under this Purchase Order, free and clear from any encumbrance or rightful claim of any third party, including any claim for infringement of the intellectual property rights of a third party. Seller agrees that the foregoing warranties shall survive acceptance of and payment for the material, and that Seller shall save Buyer harmless from any loss, damage or expense whatsoever, including attorneys' fees, that Buyer may incur as a result of any breach of such warranties. These warranties, which shall be in addition to all warranties implied by law, shall survive delivery and inspection of all or a part of the goods or services, and shall extend to Buyer and its subsidiaries, affiliates and parent corporation, their successors and assigns and to the customers, distributors, dealers and agents of any of them and to the users and consumers of the goods and/or services. Seller further agrees to abide by Buyer's Seller Quality Requirements.
8. PRODUCT RECALL. In the event that any goods supplied under this Purchase Order are found by either party, or any governmental agency having jurisdiction, to contain a defect or not to be in compliance with any national, federal, provincial, state or other applicable law (including, but not limited to, the provisions of the U.S. Consumer Product Safety Act, the EU Product Safety Directive or a successor or comparable law) or rules or regulations in effect as of the date of manufacture so as to require Buyer or make advisable in Buyer's reasonable judgment that such goods be recalled, Seller shall reimburse Buyer for all costs and expenses incurred by Buyer related to such recall. If and as requested, Seller shall ensure that goods provided under this Purchase Order are permanently marked so that they can be readily identified as Seller's product.
9. PAYMENT. (a) All payments are made conditional upon acceptance by Buyer of the goods called for under this Purchase Order. (b) Invoices for tools, if tooling is expressly covered by this Purchase Order, will not be honored until production pieces are approved by Buyer's inspection department unless otherwise specified.
10. CHANGES. Buyer may, at any time, by a written order, make changes within the general scope of this Purchase Order, in any one or more of the following: (a) applicable drawings, designs or specifications; (b) method of shipment or packing; (c) place or timing of delivery; (d) materials, methods or manner of production; or (e) final product. If any such change causes an increase or decrease in the cost of or the time required for performance of this Purchase Order, an equitable adjustment shall be made in the order price or delivery schedule or both, and the Purchase Order shall be modified in writing accordingly. Any claim by Seller for adjustment hereunder must be asserted within 20 days from the date of receipt by Seller of the notification of change, provided, however, that such period may be extended upon the written approval of Buyer. However, nothing in this clause shall excuse Seller from proceeding with the Purchase Order as changed or modified.
11. SUBSTITUTIONS; ADDITIONAL CHARGES. No substitutions of materials or accessories may be made without Buyer's written consent. No additional charges not itemized on this Purchase Order will be allowed unless such charges have been ordered in writing by Buyer and the price agreed upon.
12. TERMINATION FOR CAUSE. Breach of any of the terms hereof by Seller, including without limitation, delinquency in delivery or otherwise unsatisfactory performance, shall be cause for cancellation and/or rejection by Buyer of this Purchase Order without notice, and at no expense to it. In addition, the happening of any of the following shall also be cause for cancellation and/or rejection of this Purchase Order at no expense to Buyer: the insolvency of Seller; the filing of a voluntary assignment in bankruptcy or reorganization under applicable bankruptcy laws by Seller; the filing of an involuntary petition to have Seller declared bankrupt; the appointment of a receiver or trustee for Seller; the filing of an application to wind-up the Seller; or the execution by Seller of an assignment for the benefit of creditors. In the event of any such cancellation and/or rejection of this Purchase Order, Buyer shall have no further obligation hereunder except with respect to conforming goods and services delivered or furnished to and accepted by Buyer prior to such cancellation and/or rejection. The remedies provided for in this paragraph and elsewhere in this Purchase Order are cumulative and shall be in addition to, and not in limitation of, the rights and remedies which may be available to Buyer at law or in equity.
13. TERMINATION WITHOUT CAUSE. Buyer shall have the right at any time (whether or not Seller may then be in default hereunder) to cancel in whole or in part, the undelivered portion of the goods and/or the unperformed portion of the services by written or facsimile notice to Seller, who shall immediately upon receipt of such notice discontinue all work in respect to the cancelled portion of this Purchase Order except as may be necessary to preserve and protect the work and materials then in process and shall use its best efforts to cancel and terminate all then existing orders placed or entered into by Seller which are chargeable to the cancelled portion of this Purchase Order. In the event of such termination and if Seller is not in default hereunder, Buyer agrees to pay to Seller, in addition to the stipulated price for all conforming goods which have been completed by Seller and delivered to and accepted by Buyer in accordance with the terms of this Purchase Order and not previously paid for, all direct costs necessarily incurred by Seller in connection with the cancelled portion of this Purchase Order, which payment or payments shall be in full settlement of all claims by Seller arising out of such cancellation, provided however, in the case of Blanket Purchase Orders under paragraph 4, Buyer shall pay for no more than (i) five (5) days' production of finished goods, five (5) additional days of work in progress and ten (10) additional days of raw materials, or (ii) such actual production of finished goods, actual work in progress and actual raw materials, whichever is less. In any such event, Buyer shall have the right to inspect any work done or material paid for in connection with such a claim by Seller. The provisions of this paragraph shall not in any way modify the rights or remedies available to Buyer in the event of cancellation of this Purchase Order on account of default by Seller.
14. ELECTRONIC PROCESSING. Buyer and Seller may process purchase orders and other related documents through electronic means including, but not limited to, websites or internet portals, either directly or through a third party provider. Buyer and Seller hereby agree that the confidential codes and/or passwords they will be using to transmit information to each other will serve as any necessary "signature" that may be required by law. Seller agrees and undertakes not to disclose these confidential codes and/or passwords, and to take all reasonable steps and safeguards to prevent their disclosure. Additional terms relating to such electronic transactions may be set forth in a separate agreement or other license agreement between the parties plus the terms contained herein.
15. FORCE MAJEURE. Neither party shall be liable for defaults or delays due to acts of God or the public enemy, acts or demands of any Government or Governmental agency, fires, floods, accidents or other unforeseeable causes beyond its control and not due to its fault or negligence. Each party shall promptly notify the other party of the reason for any delay and shall use its best efforts in curing such cause and resuming performance and shall take all action practicable to minimize the adverse impact of the delay on the other party. Seller agrees that, in the event of a strike or other labor dispute resulting in possible delay in the performance of this Purchase Order, Buyer shall have the option, exercisable by written notice, to vest title in itself to tools, finished parts, raw materials, or work in process, and Seller will, upon request from Buyer deliver any and all Tooling as defined in paragraph 21 herein, finished parts, raw materials, and work in process associated with this Purchase Order to Buyer at any point outside Seller's plant, and Buyer will make an equitable payment to Seller for such.
16. INTELLECTUAL PROPERTY; LICENSE. All goods and services supplied must be (and Seller warrants they are and shall at all times remain) free from liability of royalties, patent rights, mechanic's liens, repair and storer's liens, security interests, or other encumbrances of any sort, and Seller hereby waives any right it may have now or in the future to assert any mechanic's lien or other interest or encumbrance in or with respect to the goods and services supplied hereunder. Seller warrants that the goods specified in this Purchase Order and their sale or use alone or in combination according to Seller's specifications or recommendations, if any, will not infringe any United States, Canadian, European or foreign patents or other intellectual property rights of a third party. Seller agrees to indemnify and hold harmless Buyer and anyone selling or using any of Buyer's products against all judgments, decrees, costs and expenses resulting from any alleged infringement as aforesaid, and Seller further agrees that, upon request of Buyer and at Seller's own expense, Seller will defend or assist in the defense of any of Buyer's products by reason of any such alleged infringement. Seller, as part consideration for this Purchase Order and without further cost to Buyer, hereby grants and agrees to grant to Buyer, and the customers, distributors, dealers and agents of Buyer, an irrevocable, non exclusive, royalty free right and license to use, sell, manufacture and cause to be manufactured products embodying any and all inventions and discoveries made, conceived or actually reduced to practice in connection with the performance of this Purchase Order, and Seller hereby grants to Buyer a license to repair, rebuild or relocate and to have repaired, rebuilt or relocated the goods purchased by Buyer under this Purchase Order.
17. COMPLIANCE WITH LAWS. Seller warrants that no law, rule, regulation or ordinance of any national, federal, provincial, state, local or other government, or any governmental agency with jurisdiction over the goods sold hereunder has been violated in the manufacture or sale of the items or in the performance of services covered by this Purchase Order and will indemnify and hold Buyer harmless from any loss, cost or damage as a result of any such actual or alleged violation. Seller shall, if applicable, comply with all laws requiring Seller to provide material safety data sheets or other information concerning hazardous substances. Seller warrants that it does not use prison, indentured, bonded, involuntary or child labor. Unless local law stipulates a higher age limit, Seller shall not employ any person younger than 15. Seller further warrants that it shall provide working conditions, hours of work and wages in compliance with applicable local laws as a minimum and shall otherwise comply with Buyer's Code of Business Conduct.
18. GRATUITIES. Seller warrants that it has not offered or given and will not offer or give to any employee, agent or representative of Buyer any gratuity with a view toward securing any business from Buyer by influencing such person with respect to the terms, conditions or performance of any contract with or order from Buyer. Any breach of this warranty shall be a material breach of each and every contract between Buyer and Seller.
19. NON DISCLOSURE OF CONFIDENTIAL MATTER. The knowledge or information which Buyer has disclosed or may hereafter disclose to Seller in connection with the purchases under this Purchase Order shall be deemed to be the confidential or proprietary information of Buyer and will be kept confidential by Seller. Materials purchased hereunder with Buyer's specifications or drawings shall not be quoted for sale to others without Buyer's written authorization. Such specifications, drawings, autocad, cadcam, or other computer assisted design, samples or other data furnished by Buyer or any other information gained by Seller in connection with this Purchase Order shall be treated as confidential information by Seller, shall remain Buyer's property, and shall be returned to it on request. This provision shall survive the termination or expiration of this Purchase Order.
20. ASSIGNMENT. No right or obligation under this Purchase Order, including the right to receive moneys due and to become due hereunder, shall be assigned, transferred or subcontracted by Seller without the prior written consent of Buyer, and any such purported assignment, transfer or subcontract without such consent shall be void.
21. TOOLING. Unless otherwise agreed in writing, all materials, drawings, tools, dies, jigs, gauges, fixtures, patterns, molds, autocad, cadcam, or other computer assisted design, testing apparatus, machinery and equipment, together with all other manufacturing aids (hereinafter collectively called "Tooling") used in the manufacture of the goods or services ordered hereunder shall be furnished by and at the expense of Seller. In the event any Tooling is furnished by Buyer at its expense or is furnished by Seller and the cost thereof paid by Buyer, such Tooling shall be and remain Buyer's sole property and for Buyer's sole use and shall be subject to removal at any time at the option of Buyer. Seller agrees, at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify, mark where necessary, inventory, preserve and store all Buyer owned items of Tooling referred to in this paragraph for such period of time after performance or termination of this Purchase Order as may be mutually agreed upon by Buyer and Seller. Any and all items of Tooling which are Buyer's sole property shall at any time be subject to reasonable inspection and examination by Buyer. Seller shall not substitute any property for Buyer's property and shall not use said property except in filling Buyer's purchase orders. Such Tooling or other property, while in Seller's custody and control, shall be held at Seller's risk, and shall be kept insured by Seller at Seller's expense in an amount equal to the replacement cost with loss payable to Buyer. Such Tooling and other property shall be subject to removal at Buyer's written request, in which event Seller shall properly prepare such property for shipment and shall deliver same to Buyer's plant, to such other location as Buyer may specify in writing, or at the Buyer's option, allow Buyer and its representatives access to the Seller's premises for the purposes of removing the Tooling. The Tooling shall be returned in the same condition as originally received by Seller (or in the condition it was in when purchased or otherwise acquired by Seller, as the case may be), reasonable wear and tear excepted. Seller agrees to execute Buyer's standard tooling agreement or gratuitous bailment agreement upon Buyer's request and further agrees that Buyer may execute on Seller's behalf and file any financing statements or hypothecs (whether pursuant to the UCC, Ontario's Personal Property Security Act, the Quebec Civil Code , or otherwise) Buyer may wish to file to reflect the Buyer's interest in the Tooling, and/or the presence of Buyer's property on Seller's premises.
22. NOTICE OF LABOR DISPUTES. Whenever an actual or potential labor dispute is delaying or threatens to delay the timely performance of this Purchase Order, Seller will immediately notify Buyer of such dispute and furnish all relevant details. Seller will include a provision identical to the above in each subcontract hereunder and immediately upon receipt of any such notice pass it on to Buyer.
23. SET OFF. Buyer shall be entitled to set off any amount owing at any time from Seller to Buyer or any of its affiliated companies against any amount payable at any time by Buyer or any of its affiliated companies to Seller.
24. SERVICE PARTS. If applicable, Seller shall make replacement parts/service components available to Buyer for a period of ten (10) years from the last date of shipment made under this Purchase Order. In the event Buyer purchases replacement parts/service parts from Seller during the time Buyer is also purchasing production quantities of such parts from Seller, Seller shall provide such replacement parts/services parts at the same price as the production parts. Buyer and Seller shall negotiate in good faith to determine the pricing for such parts after the last date of shipment made under this Purchase Order.
25. SELLER'S INDEMNIFICATION. Seller shall defend, indemnify and hold harmless Buyer against all damages, claims or liabilities and expenses (including attorney's fees) arising out of or resulting in any way from any defect, or alleged defect, in the goods or services purchased hereunder, including but not limited to costs associated with returns/repairs under Buyer's warranty to its customers for returns/repairs attributable to goods provided by Seller pursuant to this Purchase Order, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.
26. INSURANCE. If this Purchase Order provides for Seller to provide goods to be used as components by Buyer in finished goods, Seller shall, at its own cost and expense, buy and maintain product liability insurance written by an insurer acceptable to Buyer and with broad form vendor's and contract liability endorsements with a combined personal injury and property damage limit of not less than Two Million Dollars ($2,000,000.00). All such policies shall include Buyer as an additional insured and provide that coverage shall not be terminated or changed without at least thirty (30) days' written notice to Buyer. Seller will provide Buyer with a copy of said policy of insurance if and as reasonably requested.
27. GOVERNING LAW; ARBITRATION. This Purchase Order shall be governed and construed in all respects in accordance with the substantive laws of the jurisdiction in which Buyer's address is located, without regard to its principles of conflicts of laws. It is explicitly agreed that the United Nations Convention on the International Sale of Goods shall not apply to the transactions contemplated hereby. The trade terms under this Purchase Order shall be governed and interpreted under and by INCOTERMS 2000. The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or in connection with this Purchase Order, or the breach, termination or invalidity thereof, through good faith negotiation within fifteen (15) days written notice is given by either Party to the other of a controversy or claim. If the dispute, controversy or claim cannot be resolved through negotiation, it shall be finally settled exclusively by final and binding arbitration which may be initiated at the request of either Party. The parties acknowledge that this is a commercial agreement and expressly waive the jurisdiction of judicial courts that may otherwise have jurisdiction over them or any dispute because of domicile or any other reason. The arbitration shall be conducted by three arbitrators in accordance with the rules of conciliation and arbitration of (i) in the case the governing law is a State within the United States of America, the American Arbitration Association (the "AAA"), or (ii) in the case the governing law is Sweden, the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (Sweden). In the event of a breach of this Agreement, the issue of damages will be determined in such arbitration. Punitive damages shall not be recoverable by either Party. The Parties agree to be bound by the decision of the arbitrators and the decision thereof to be entered into any appropriate court or other jurisdiction in any country. Each Party agrees to bear its own expenses (including attorneys' fees) incurred in connection with the arbitration and the expenses of the arbitrators shall be allocated as determined by the arbitrators or in the absence of such an affirmative allocation, divided equally between and payable by the Parties. Any arbitration proceedings will be conducted in New York, New York and will be conducted in the English language. Notwithstanding the foregoing, Buyer shall always be entitled to initiate proceedings with local courts and other relevant authorities in the country in which the following described controversies, disputes or claims arise: (i) infringement by the Seller of any trademark or patent or other intellectual property to which the Buyer has title or license, (ii) Seller's improper usage or refusal to return or deliver over any Tooling or other property belonging to Buyer, (iii) any failure by Seller to fulfill its supply obligations under this Purchase Order; or (iv) any other act or omission on the part of Seller that would, in the sole discretion of Buyer, cause Buyer irreparable harm. For greater certainty, nothing contained herein shall derogate or abrogate from Buyer's right and capacity to seek injunctive relief or a mandatory order in any court of competent jurisdiction.
28. CODE OF BUSINESS CONDUCT. Buyer has adopted a Code of Business Conduct (hereinafter referred to as the Code), to be found at www.Buyer.com (or as otherwise communicated to the Seller). In the event it is alleged that Seller is in contravention of any of the requirements in the Code, then Buyer may request Seller to provide Buyer with all relevant information, including an action plan setting out corrective actions (if necessary) to be carried out by Seller in order to cure a breach of the Code, to be received by Buyer within five (5) business days from Buyer giving Seller notice thereof. If Buyer in its sole discretion determines that the action plan is not contemplated to cure the breach in a manner satisfactory to Buyer, then Buyer is entitled to terminate this Purchase Agreement.
29. NO WAIVER. Buyer's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Buyer's waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
30. SEVERABILITY. If any provision of this Purchase Order is held by any court or other competent authority to be void or unenforceable in whole or part the other provisions of this Purchase Order and the remainder of the effective provisions shall continue to be valid. Seller and Buyer agree to replace such a void or unenforceable provision by a provision that is valid and enforceable and that comes as close as possible to the common intention of the parties underlying the void or unenforceable provision.
31. LANGUAGE. The parties acknowledge that this Purchase Order is a mercantile agreement, and that they have requested and agreed that it be drafted in the English language and that counsel for both parties reviewed and advised the respective parties on its terms and conditions. The parties agree that if a version of this Purchase Order in a language other than English is also used that the English version shall control. This Purchase Order, and any documents referred to on the face hereof, constitute the entire agreement between the parties.