TERMS & CONDITIONS
1. GENERAL. All orders for products (and drawings furnished in connection therewith) to be repaired, manufactured, or supplied by Pontiac Electric Motor Works, Inc. (PEMW), shall be subject to these terms and conditions of sale. No modifications or additions hereto will be binding unless agreed to in writing by Pontiac Electric Motor Works, Inc.
2. PAYMENT. Unless other terms are indicated by Pontiac Electric Motor Works, Inc. on the other side of this document, terms of payment shall be net cash within 30 days of shipment. In the event bankruptcy proceedings are filed by or against the Buyer, or if a receiver is appointed for Buyer, or should the financial responsibility of Buyer for any reason become unsatisfactory to Pontiac Electric Motor Works, Inc, Pontiac Electric Motor Works, Inc. may at its option terminate this order or any part of this order without incurring liability to the Buyer, with Buyer to remain liable for all unpaid accounts (including without limitation any charges allocable to work performed by Pontiac Electric Motor Works, Inc. to the date of termination), and/or Pontiac Electric Motor Works, Inc. may require immediate payment (including payment in advance of Pontiac Electric Motor Works, Inc. performance) and/or security satisfactory to Pontiac Electric Motor Works, Inc. In the event Buyer fails to make payment in accordance with the terms of this Agreement, the Buyer shall be liable for a service charge of 1-112% per month on the unpaid balance. Buyer agrees to pay all collection costs and expenses, including
reasonable attorney fees, incurred by Pontiac Electric Motor Works, Inc. in collecting or attempting to collect any amounts owed by Buyer to Pontiac Electric Motor Works, Inc.
3. FREIGHT CHARGES. Freight charges on all shipments are to be paid by Buyer.
4. CANCELLATION. After acceptance by Pontiac Electric Motor Works, Inc., orders shall not be subject to cancellation by Buyer except with Pontiac Electric Motor Works, Inc. consent and upon terms that will indemnify Pontiac Electric Motor Works; Inc. against loss.
5. GOVERNING LAW, JURISDICTION AND VENUE. All sales and agreements shall be governed by and construed for all purposes according to the laws of the State of Michigan. Buyer and Pontiac Electric Motor Works, Inc. agree that any collections or disputes arising out of the Buyer’s purchase of good or services will be resolved in a court of competent jurisdiction in Oakland County, Michigan.
6. SALES TAX. Pontiac Electric Motor Works, Inc. is required to charge applicable state and local sales tax on every item for which sales tax exemption certification has not been provided.
7. RISK OF LOSS. Delivery of products to a common carrier or licensed trucker shall constitute delivery to Buyer, and all risk of loss in transit shall be borne by Buyer.
8. SECURITY INTEREST. Unless and until the products or services are fully paid for, Pontiac Electric Motor Works, Inc. reserves a security interest in them to secure the unpaid balance of the price and all other obligations of the Buyer to Pontiac Electric Motor Works, Inc. however.arising. The Buyer hereby grants Pontiac Electric Motor Works, Inc. a power of attorney to execute and file on behalf of Buyer all necessary financing statements and other similar documents required to protect the security interest granted herein.
9. WARRANTY. PONTIAC ELECTRIC MOTOR WORKS, INC. MAKE NO WARRANTY, EXCEPT THAT OF TITLE, OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, EXCEPT AS CONTAINED HEREIN. ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANT ABILITY AND FITNESS FOR AP ARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. PONTIAC ELECTRIC MOTOR WORKS, INC. EXCLUDES ALL WARRANTIES FOR MERCHANT ABILITY, AND BUYER AGREES TO TAKE
GOODS ON AN “AS IS” BASIS. PONTIAC ELECTRIC MOTOR WORKS, INC. LIMITS BUYER’S REMEDIES TO THE REPLACEMENT OF NON-CONFORMING GOODS OR PARTS. PONTIAC ELECTRIC MOTOR WORKS. INC. warrants that parts supplied or distributed by it will be as specified and extends no warranty, whatsoever, beyond the warranties, if any, which may be extended by the original manufacturer of the parts, which warranties are the sole responsibility of the original manufacturer and not PONTIAC ELECTRIC MOTOR WORKS, INC. The total liability of PONTIAC ELECTRIC MOTOR WORKS, INC. with respect to this or any prior or subsequent order shall not exceed the purchase price of the part upon which liability is placed. PONTIAC ELECTRIC MOTOR WORKS, INC. or its supplier shall in no event be liable to the Buyer or any beneficiary of this order for any consequential, incidental, indirect, special or punitive damages. PONTIAC ELECTRIC MOTOR ·WORKS, INC. shall not be liable for any default or delay in
performance caused, directly or indirectly, by any cause beyond PONTIAC ELECTRIC MOTOR WORKS, INC. reasonable control.