Further, Seller represents and warrants that it, its affiliates and subsidiaries, are not designated as a Specially Designated National by querying the Specially Designated Nationals List maintained by the United States Department of the Treasury, Office of Foreign Assets Control (“OFAC”). Seller also represents and warrants that it shall not cause Buyer to violate any U.S. trade sanction laws administered by the U.S. Department of Treasury, Office of Foreign Asset Control (www.ustreas.gov/ofac), shall obtain all applicable export licenses, and shall ensure that any payments made to or by Buyer or its affiliates will not be paid from or deposited into a financial institution and
account subject to any U.S. trade sanction law. Buyer has the right to terminate the Agreement immediately if it is prohibited by U.S. law from doing business with Seller. If Seller obtains any actual knowledge or receives any written notice that the Seller, or any of its affiliates or subsidiaries, is named on the OFAC list (“OFAC Event”), Seller shall (i) promptly give written notice to Buyer and (ii) shall comply with all applicable laws with respect to such OFAC Event (regardless of whether the party included on the OFAC list (regardless of whether the party included on the OFAC list is located within the jurisdiction of the United States of America).
Buyer may terminate this purchase order at any time and for any reason by written notice to Seller. In the event of termination for cause, Buyer shall have no liability whatsoever to Seller. In the event termination is not for cause, then Seller shall be entitled to recover only reasonable costs and expenses incurred in performance of this purchase order to the date of its termination, plus a reasonable profit thereon.
This purchase order constitutes the entire contract covering the sale of the goods of the rendition of the services herein described. No deviation shall be made unless covered by a supplemental order signed by Buyer. The Buyer and the Seller agree that any dispute arising in connection with this purchase order shall be resolved in accordance with the laws of the State of New York, USA, without regard to its conflict of laws rules. Any controversy or claim arising out of or relating to this purchase order shall be settled by arbitration in New York City, New York in accordance with the rules of the American Arbitration Association and shall be enforceable in any court having competent jurisdiction. The party desiring arbitration (the first party) shall serve notice upon the other party in writing, together with the first party’s designation of an arbitrator. Within fifteen (15) days thereafter, the other party, in writing served upon the first party, shall designate its own arbitrator, and the two arbitrators so named shall together appoint a third arbitrator. In the event that the other party shall fail to appoint an arbitrator, the first party’s arbitrator shall be the sole arbitrator. If, however, both parties appoint arbitrators, and the two arbitrators are unable to agree on a third arbitrator within thirty (30) days, then either party may petition the American Arbitration Association, who shall appoint the third arbitrator.
Time is of the essence of all of the provisions hereof.
Seller shall perform all services hereunder as an independent contractor and not as an agent or employee of Buyer.
Delivery shall not be deemed to be complete until all goods covered by this purchase order have been received and accepted by Buyer in writing.
Seller shall not assign this purchase order or any monies to become due hereunder without the prior written consent of Buyer and any purported assignment without such consent shall be null and void.
Seller must specifically comply with OSHA Regulation 1910.1200 with regard to submitting an appropriate “Material Safety Data Sheet“ for all chemicals and other hazardous material covered by this regulation. These Material Safety Data Sheets must be included with each shipment of applicable chemical or other hazardous material. No shipment will be considered complete unless sheets have been forwarded.
Should Buyer receive an offer from a reputable manufacturer for the supply of material of equal quality, deliverable in like quantities as the then undelivered quantity hereunder, and upon terms and conditions resulting in a lower delivered price then the price then in effect hereunder, then Seller upon receiving satisfactory written proof thereof, shall give Buyer written notice within thirty (30) days after such receipt whether or not it shall meet such lower price or such lower terms and conditions. If Seller decides not to meet such lower price or such terms and conditions, then Buyer may purchase such material from such other manufacturer, and the quantities so purchased shall be deducted from the contract, and Seller or Buyer shall have the right, within fifteen (15) days from Seller’s notice of its decision, to terminate this purchase order.