Designetics Inc. Terms of Use

The following terms and conditions (the “Terms and Conditions”) govern your use of this web site, and any content made available from or through this web site, including any subdomains thereof (collectively the “Web Site”). The Web Site is made available by Designetics Inc. (“Designetics Inc.” or “we” or “us” or “our”). We may change the Terms and Conditions from time to time, at any time and in our sole discretion without notice to you, by posting such changes on the Web Site. BY USING THE WEB SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF THE WEB SITE. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Web Site.

 


1. Property Rights

As between you and Designetics Inc., Designetics Inc. owns, solely and exclusively, all rights, title and interest in and to the Web Site, all the content (including, as an example and without limitation, audio, photographs, illustrations, graphics, other visuals, video, copy, text, software, and titles), code, data and materials thereon, the look and feel, design and organization of the Web Site, and the compilation of the content, code, data and materials on the Web Site, without limitation any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Web Site does not grant to you ownership of  or any other rights or interests in or to any content, code, data or materials you may access on or through the Web Site. The Web Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. The contents of the Web Site are only for your personal use. All materials contained on the Web Site are protected by copyright, and are owned or controlled by Designetics Inc. or the party credited as the provider of the content. You shall abide by any and all additional copyright notices, information, or restrictions contained in any content on the Web Site. Copying or storing of any content for other than personal, noncommercial use is expressly prohibited without the prior written permission from Designetics Inc. or the copyright holder identified in the individual contents copyright notice. Designetics Inc.’s names, logos, and trademarks may not be otherwise used by you in any manner without the prior written consent of Designetics Inc.

2. Limited License
You may access and view the content on the Web Site on your computer or other device and, unless otherwise indicated in these Terms and Conditions or on the Web Site, make single copies or prints of the content on the Web Site for your personal, internal use only. Use of the Web Site and the services offered on or through the Web Site, are only for your personal, non-commercial use.

3. Prohibited Use
Any commercial or promotional distribution, publishing or exploitation of the Web Site, or any content, code, data or materials on the Web Site, is strictly prohibited unless you have received the express prior written permission from authorized personnel of Designetics Inc. or the otherwise applicable rights holder. Other than as expressly allowed herein, you may not download,upload, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Web Site. Further,you represent, warrant and covenant that you shall not download, upload, post, display, or transmit to or distribute or otherwise publish through the Web Site any materials which: (a) restrict or inhibit any other user from using and enjoying the Web Site; (b) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (c) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; (d) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (e) contain a virus or other harmful component; (f) contain any information, software or other material of a commercial nature; (g) contain advertising of any kind; or (h) constitute or contain false or misleading indications of origin or statements of fact. Finally, you agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Web Site, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices. You acknowledge that you do not acquire any ownership rights or other rights of interest by downloading any copyrighted material from or through the Web Site. If you make other use of the Web Site, or the content, code, data or materials thereon or available through the Web Site, except as otherwise provided above, you may violate copyright and other laws of the United States or other countries, as well as applicable state or local laws, and may be subject to liability for such unauthorized use.

4. Trademark
The trademarks, logos, service marks and trade names (collectively the “Trademarks”) displayed on the Web Site or on content available through the Web Site are registered and unregistered Trademarks of Designetics Inc. and others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by Designetics Inc. that appear on the Web Site or on or through the Web Site’s services, if any, are the property of their respective owners. Nothing contained on the Web Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Web Site without the written permission of Designetics Inc. or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on the Web Site or on or through any of the Web Site’s services is strictly prohibited.

5. User Information
You represent, warrant and covenant that you are at least 18 years of age. Designetics Inc. does not seek to gather personal information from or about persons under the age of 18 through the Web Site and persons under the age of 18 are requested not to provide personal information to Designetics Inc. through the Web Site without the involvement of a parent or guardian. In the course of your use of the Web Site and/or the services made available on or through the Web Site, you may be asked to provide certain personalized information to us (such information referred to hereinafter as “User Information”). Designetics Inc.’s information collection and use policies with respect to the privacy of such User Information are set forth in the Web Site’s Privacy Policy which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information.

6. Submitted Materials
Unless specifically requested, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Web Site, by e-mail or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials submitted or sent to us (including, as an example and without limitation, that which you send to us via e-mail) (collectively, “Submitted Materials”) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with the Web Site’s Privacy Policy. By submitting or sending Submitted Materials to us, you: (a) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any “moral rights” in Submitted Materials have been waived, and (b) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part) in any form, media, or technology now known or later developed, including for promotional and/or commercial purposes. We cannot be responsible for maintaining any Submitted Material that you provide to us, and we may delete or destroy any such Submitted Material at any time. Further, We do not and cannot review all materials posted to the Web Site by users, and we are not responsible for any such materials posted by users. However, we reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion, is deemed objectionable or in violation of the Terms and Conditions.

7. Prohibited User Conduct
You warrant and agree that, while using the Web Site and the various services and features offered on or through the Web Site, you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party’s advertising, branding or other promotional content into any of the Web Site’s content, materials or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or (c) attempt to gain unauthorized access to other computer systems through the Web Site. You shall not: (i) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Web Site or the services offered on or through the Web Site, including without limitation any information residing on any server or database connected to the Web Site or the services offered on or through the Web Site; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iii) use the Web Site or the services made available on or through the Web Site in any manner with the intent to interrupt, damage, disable, overburden, or impair the Web Site or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; (iv) use the Web Site or the Web Site’s services or features in violation of Designetics Inc.’s or any third party’s intellectual property or other proprietary or legal rights; or (v) use the Web Site or the Web Site’s services in violation of any applicable law. You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Web Site or the Web Site’s services, or any content thereof, or make any unauthorized use thereof. You agree that you shall not use the Web Site in any manner that could damage, disable, overburden, or impair the Web Site or interfere with any other party’s use and enjoyment of the Web Site or any of its services. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Web Site.

8. Linking to the Website
You agree that if you include a link from any other web site to the Web Site, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this Web Site. You are not permitted to link directly to any image hosted on the Web Site or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site. You agree not to download or use images hosted on the Web Site on another web site, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other web site to this Web Site in any manner such that the Web Site, or any page of the Web Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Web Site be discontinued, and to revoke your right to link to the Web Site from any other web site at any time upon written notice to you.

9. Indemnification
You agree to defend, indemnify and hold Designetics Inc.,its affiliates’, and their representative directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including attorneys’ fees, arising in any way from your use of the Web Site, your placement or transmission of any message, content, information, software or other materials through the Web Site, or your breach or violation of the law or of these Terms and Conditions. Designetics Inc. reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Designetics Inc.’s defense of such claim.

10. Third Party Web Sites
You may be able to link from the Web Site to third party web sites and third party web sites may link to the Web Site (collectively, “Linked Sites”). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours. Links to Linked Sites do not constitute an endorsement or sponsorship by us of such web sites or the information, content, products, services, advertising, code or other materials presented on or through such web sites. The inclusion of any link to such sites on our Site does not imply Designetics Inc.’s endorsement, sponsorship, or recommendation of that site. Designetics Inc. disclaims any liability for links: (a) from another web site to this Web Site; and (b) to another web site from the Web Site. Designetics Inc. cannot guarantee the standards of any web site to which links are provided on the Web Site nor shall Designetics Inc. be held responsible for the contents of such sites, or any subsequent links. Designetics Inc. does not represent or warrant that the contents of any third party web site is accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Also, Designetics Inc. is not responsible for or any form of transmission received from any Linked Sites. Any reliance on the contents of a third party web site is done at your own risk and you assume all responsibilities and consequences resulting from such reliance.

11. DISCLAIMER OF WARRANTIES
THE WEB SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH THE WEB SITE, ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, PLAYABILITY, DISPLAYABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE WEB SITE OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS PROVIDED THROUGH THE WEB SITE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE WEB SITE OR THE PROVIDED SERVICES WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE WEB SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. DESIGNETICS INC. ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE WEB SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO CONTENT, OR AUDIO CONTENT FROM THE WEB SITE. IF YOU ARE DISSATISFIED WITH THE WEB SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE WEB SITE.

WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE WEB SITE IS CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE WEB SITE AT ANY TIME, IN OUR SOLE DISCRETION, AND WITHOUT ANY PRIOR WARNING. DESIGNETICS INC. NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE WEB SITE, NOR FOR ANY OFFENSIVE, DEFAMATORY, OBSCENE, INDECENT, UNLAWFUL OR INFRINGING POSTING MADE THEREON BY ANYONE OTHER THAN AUTHORIZED DESIGNETICS INC. EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES (INCLUDING, WITHOUT LIMITATION, OTHER USERS OF THE WEB SITE). IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE WEB SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT, INCLUDING, WITHOUT LIMITATION, TO FINANCIAL, HEALTH, OR LIFESTYLE INFORMATION, OPINION, ADVICE OR OTHER CONTENT.

12. LIMITATION OF LIABILITY
IN NO EVENT, INCLUDING, WITHOUT LIMITATION, TO NEGLIGENCE, SHALL DESIGNETICS INC., OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE WEB SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE WEB SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE WEB SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE WEB SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO DESIGNETICS INC. FOR YOUR USE OF THE WEB SITE OR PURCHASE OF PRODUCTS VIA THE WEB SITE.

13. Applicable Laws
We control and operate the Web Site from our offices in the United States of America. We do not represent that materials on the Web Site are appropriate or available for use in other locations. Persons who choose to access the Web Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. You waive your their right to a trial by jury.

14. Termination
Designetics Inc. may terminate, change, suspend or discontinue any aspect of the Web Site or the Web Site’s services at any time, for any or no reason, and in its sole discretion. Designetics Inc. may restrict, suspend or terminate your access to the Web Site and/or its services if we believe you are in breach of the Terms and Conditions or applicable law, or for any other reason without notice or liability. Designetics Inc. maintains a policy that provides for the termination in appropriate circumstances of the Web Site use privileges of users who are repeat infringers of intellectual property rights.

15. Changes to Terms of Use
Designetics Inc. reserves the right, in its sole discretion, to change, modify, add or remove any portion of the Terms and Conditions, in whole or in part, at any time. Changes in the Terms and Conditions will be effective when posted. Your continued use of the Web Site and/or the services made available on or through the Web Site after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.

16. Changes to Website
Designetics Inc. may change, suspend or discontinue any aspect of the Web Site, including the price and availability of any product, Web Site feature, database, or content, at any time and for any reason, in its sole discretion. Designetics Inc. may also impose limits on certain features and services or restrict your access to parts or all of the Web Site without notice or liability. Designetics Inc. reserves the right, in its sole discretion, to refuse service or cancel orders.

17. Miscellaneous
The Terms and Conditions and the Web Site’s Privacy Policy constitutes the entire agreement between Designetics Inc. and you with respect to your use of the Web Site. Any cause of action you may have with respect to your use of the Web Site must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Terms and Conditions, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Terms and Conditions, and the remainder of the Terms and Conditions shall continue in full force and effect. Use of paragraph headings is for information purposes and do not expand or limit the terms of the paragraphs. The Terms and Conditions, and the relationship between you and us, shall be governed by the laws of the State of Ohio, United States of America, without regard to conflict of law provisions. You agree that any cause of action that may arise under the Terms and Conditions shall be commenced and be heard in the appropriate court within Lucas County of, Ohio. You agree to submit to the personal and exclusive jurisdiction of the courts located within Lucas County, Ohio. Our failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect.


Terms and Conditions for Sale of Products

 

DESIGNETICS MANUFACTURES CUSTOM PRODUCTS. WE DO NOT STOCK INVENTORY. ALL ORDERS ARE MADE AT THE TIME OF SALE AND BUILT TO ORDER. ALL SALES ARE FINAL.

ACCEPTANCE AGREEMENT Buyer’s order of goods from Seller (Designetics, Inc.) shall constitute an effective acceptance of and be limited to the terms and conditions set forth herein (“Terms and Conditions”). Any proposal for additional or different Terms or Conditions or any attempt by Buyer to vary in any degree the Terms and Conditions set forth herein is objected to and rejected.

SALES CONTRACT: Any sales contract between Seller and Buyer shall be subject to these terms and conditions and not be effective until accepted by Seller at its home office in Holland, Ohio.

QUOTATIONS: Stenographical and clerical errors are subject to correction.

CREDIT Accounts will be opened only on approved credit.

TERMS OF PAYMENT: Buyer agrees to Seller’s payment terms. In the event payment is not received within that time period, Buyer agrees to pay a 1½ % per month finance charge.

CURRENCY: Invoices for material delivered under this order are payable only in U.S. dollars

CANCELLATION Orders may be cancelled or deliveries deferred only upon the condition that Buyer immediately makes payment to Seller for all work completed at the unit price including any and all materials already in transit at time of cancellation

PACKAGING AND PACKING Standard methods will be used.

DELIVERIES: Seller will use all reasonable means to fill orders within the time promised. Seller does not assume responsibility for any damages resulting from or attributable to any delays.

SHIPMENT: All material is shipped F.O.B. shipping point. Seller’s liability for delivery ceases upon making delivery of product to carrier at shipping point, the carrier acting as Buyer’s agent. In ordering, Buyer should state explicitly the method of shipment preferred and in the absence of shipping direction Seller may use discretion. Shipments will be made at cost to the Buyer and freight charges will be included on the invoice.

WARRANTY: ALL EXPRESS AND IMPLIED WARRANTIES ARE VOID IF ANY ALTERATIONS, MODIFICATIONS, OR CHANGES ARE MADE BY BUYER TO SELLER’S EQUIPMENT. USE OF APPLICATORS AND ACCESSORIES OTHER THAN THOSE MANUFACTURED AND SOLD BY SELLER MAY VIOLATE PATENTS HELD BY SELLER AND MAY VOID ANY WARRANTIES. BUYER IS REQUIRED TO USE SELLER’S APPLICATORS WITH SELLER’S EQUIPMENT TO OPTIMIZE THE EQUIPMENT FUNCTION.

CHANGES, MODIFICATIONS, WAIVER:  No change in specifications, drawings, or delivery for the goods may be made without the prior written consent of Seller. These terms may be modified only in writing signed by a designated officer of Seller.

SELLER’S TECHNICAL ASSISTANCE: At Buyer’s request, and at Seller’s option, Seller may provide such technical assistance and information at the Field Service Rate.

CLAIMS: If Buyer claims delivery of product is not as ordered, Buyer must notify Seller within ten (10) days of receipt of shipment or the product is deemed accepted by Buyer and in full satisfaction of any and all warranties. If such claim is sustained and the product furnished is not as ordered, Seller shall repair, replace, credit or complete the order with the limitations as set forth herein.

RETURNED GOODS: No shipments of returned goods shall be made without written authorization from Seller. Seller shall pay the freight charges of authorized returns, but reserves the right to specify the type and routing of the carrier. Any returns received without authorization shall be immediately returned to Buyer at Buyer’s expense and Buyer shall be invoiced for any handling and/or freight charges incurred by Seller.

INDEMNIFICATION Buyer agrees to indemnify, defend and hold harmless Seller from any claims, costs or other liabilities arising from the use of the product sold to Buyer including resale and distribution

ARBITRATION CLAUSE:  Any controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by an arbitrator selected by Seller. The place of arbitration shall be Lucas County, Ohio. Ohio law shall apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

JURISDICTION AND VENUE: The Agreement shall be governed and constituted by the laws of Ohio. The parties submit to the personal jurisdiction and venue of the courts in Lucas County, Ohio for the purpose of enforcing any arbitration award.

GOVERNING LAW: Any contract from this Proposal shall be governed by the laws of the State of Ohio

PROPRIETARY PROPERTY: This quotation along with all accompanying information including documentation, drawings, data, software, and prototypes are the confidential and proprietary intellectual property of Seller and may not be used in any manner, which may be deemed detrimental to Seller. Disclosure of this information including prototypes to third parties is expressly prohibited without written permission from Seller. Buyer agrees not to reverse engineer, produce, or otherwise copy any of Seller products delivered under this agreement. All documentation including manuals, specifications, drawings, and accompanying information, is the confidential and proprietary property of Seller and may not be used in any manner without the written approval of Seller. Seller will at no time directly or indirectly reproduce, disclose, advertise, publish or otherwise make known (a) the fact that Seller and Buyer have entered into this Agreement, or that Seller has contracted to or has furnished Equipment to Buyer, or (b) any information, design, specification, idea, concept, plan, copy, formula, drawing, process, procedure, performance characteristics or other confidential information which has been or will be disclosed to Seller in connection with the Equipment or their evaluation, study, design, production, testing, installation or performance, or received in performing this Agreement (collectively, the “Information”). Seller will not use any of Buyer’s Information which is disclosed to or in possession or control of Seller except in performing this Agreement, unless in compliance with written instructions of Buyer.

INTELLECTUAL PROPERTY:  Buyer agrees to respect and not infringe Seller’s intellectual property including patents, copyrights, trade secrets, know-how, and trademarks. Buyer agrees not to initiate or support any litigation challenging Seller’s intellectual property. Buyer agrees not to file any patent application or copyright on any of Seller’s products.

LIMITED LIABILITY:  Seller shall not be liable, whether arising under contract, tort (including negligence), strict liability, or otherwise, for loss of anticipated profits, loss by reason of plant shutdown, non-operation or increased expense of operation, cost of money, loss of use of equipment, capital or revenue, or for any indirect, special, incidental or consequential loss or damage. The Seller’s maximum liability, whether arising from breach of contract, tort (including negligence), strict liability, breach of warranty or otherwise shall not exceed the purchase order price. Seller will not be responsible for any patent or copyright infringement by Buyer in the use of the product provided by Seller. Buyer will defend and hold harmless Seller from any litigation for patent or copyright infringement.

BATTLE OF THE FORMS NOT APPLICABLE: The parties have agreed and it is their intent that the battle of the forms Section 2-207 of the Uniform Commercial Code shall not apply to these Terms and Conditions or to any invoice or acceptance form of Seller relating to these Terms and Conditions. It is the parties’ intent that these Terms and Conditions shall exclusively control the relationship of the parties, and in the event of any inconsistency between any invoice or acceptance form sent by Seller to Buyer and these Terms and Conditions, these Terms and Conditions shall control.

ALL OTHER OFFERS ARE REJECTED: All of Buyer’s previous terms and offers are hereby rejected by Seller, including Buyer’s quotation that may have been previously provided, with the exception of any performance guarantees regarding the Equipment that have been agreed to in writing by the parties and in Seller’s description of the Equipment in its quotation or offer. Such written performance guarantees and Seller’s Equipment descriptions are hereby incorporated by reference. No other proposal, purchase order, invoice, order confirmation, acceptance, quote, nor any electronic click-wrap, terms of use or similar online consent or acceptance language accompanying or set forth by Buyer associated with any Equipment purchase, shall be deemed to amend the terms hereof and any such contradictory or additional terms shall be ineffective. Buyer’s acceptance of any portion of the Equipment shall constitute acceptance of the berms herein by Buyer.