1.0 Acceptance of all or any part of the goods shall not be deemed to be a waiver of Buyer’s right either to cancel or return all of or any part thereof because of failure to conform to order or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including but not limiting the same to manufacturing costs and loss of profits or other special damages to the Buyer. Such rights shall be in addition to any other remedies provided by law.
2.0 Time of delivery is of the essence of this contract. Buyer reserves the right to refuse any goods tendered after the delivery dates(s) specified herein and to cancel all or any part of the goods due after late delivery. Acceptance of any late delivery shall not bind Buyer to accept future shipments, nor deprive of the right to return goods already accepted, nor deprive it of the right to claim damages of delay, including but not limited to loss of profits or other special damages.
3.0 Seller expressly warrants that all goods will be merchantable, will conform to the drawings, specifications, samples or other description furnished by the Buyer and Seller, will be fit and suitable for the particular uses and purposes intended, will be of good material and workmanship and free from all latent or patent defects. Such warranty shall survive delivery and shall not be deemed waived either by reason of Buyer’s acceptance of said goods or by payment for them. Any deviation from this order or specifications furnished hereunder, or any other exceptions or alterations, must be approved in writing by Buyer.
4.0 Buyer reserves the right to change specifications and delivery dates. Any difference in contract price required by such changes shall be equitably adjusted and the contract shall be modified in writing accordingly.
5.0 Seller warrants that goods purchased hereunder do not infringe any patent or copyright granted by the United States or by any foreign country, and Seller agrees to save harmless and protect Buyer, its successors, assignees, customers and users of its product, against any claim or demand based upon such infringement and after notice to appear and defend at its own expense, any issue at law or equity arising therefrom. This indemnity shall be in addition to any other rights or remedies the Buyer may have.
6.0 Buyer reserves the right to postpone shipment of the goods coverd by this agreement in the event of acts or events beyond Buyer’s control affecting or interfering with Buyer’s use or resale of such goods including but not limited to governmental restriction on the resale of the goods or of a product of which it is a component, or fire or other damage to manufacturing plant.
7.0 This contract supersedes all representations, agreements, understandings and order forms and confirmations of Buyer or Seller or their respective agents, whether made or issued before or after this contract. The provisions of this contract cannot be waived, changed, modified or terminated except in writing signed by the party against whom enforcement of any waiver, change, modification or termination is sought to be enforced.
8.0 Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration held in Oklahoma, in accordance with the Rules of the American Arbitration Association, and judgement upon the award rendered by the Arbitrator(s) may be entered in the Court having jurisdiction thereof. The parties consent that any notice to arbitrate, or any notice in connection with such arbitration, or any process or notice of motion or other application to a Court, may be served outside the State of Oklahoma by registered mail or by personal service.
9.0 This contract shall be government by and interpreted in accordance with the Laws of the State of Oklahoma.