Standard Terms & Conditions of Sale

1. Definitions.

“Seller” means Fabrication Technologies LLC, IGM Solutions, LLC, Enclosures Unlimited, LLC (“Fabtech-IGM” or “Seller”) or any subsidiary or related entity, including any specified in the Contract, Purchase Order, or Order as the supplier of the Goods and/or Services.

“Purchaser” means the person, firm or company specified in the Contract, Purchase Order, or Order to be supplied with the Goods and/or Services by the Seller.

“Contract,” “Purchase Order,” or “Order” means the document bearing a unique reference number detailing the Goods and/or Services to be supplied, the price thereof and other relevant details of the agreement for sale and purchase to which these Terms and Conditions apply.

“Goods” “Equipment” or “Products” means the equipment, materials and/or other items to be supplied pursuant to the relevant Contract, Purchase Order, or Order.

“Services” means the installation, testing, engineering, or other agreed technical assistance to be supplied pursuant to the relevant Contract, Purchase Order, or Order.

“FOB” stands for FOB Origin, as set forth herein.

2. General.

The sale by Fabtech-IGM of any Goods, products or services to Purchaser shall be subject to the following terms and conditions, and the terms and conditions, which take precedence over all other documents, including purchase orders, unless the purchase order specifically references these terms and conditions (including the specific provision(s) applicable) and that the purchase order varies from them. Fabtech-IGM objects to, and is not bound by, any terms and conditions stated in Purchaser’s acceptance unless accepted in writing by Fabtech-IGM. These Terms and Conditions are in lieu of and replace all terms and conditions set forth in any purchase order or other documents issued by the Purchaser. Any additional, different, or conflicting terms and conditions on any such document issued by Purchaser at any time are hereby objected to and rejected by Fabtech-IGM, shall be wholly inapplicable to any sale made by Fabtech-IGM and shall not be binding in any way on Fabtech-IGM. No modification, waiver or amendment to these Terms and Conditions shall be binding on Fabtech-IGM unless made in a writing expressly stating that it is such a waiver or amendment and signed by Fabtech-IGM. No conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by Fabtech-IGM.

3. Acceptance and Complete Contract.

1. Unless specifically agreed in writing to the contrary, these Terms and Conditions together with specifications, drawings and other documents incorporated in writing and agreed to by both parties shall constitute the entire agreement and contract between the Seller and the Purchaser in respect of the purchase and sale of the specified Goods and/or Services. These Terms and Conditions shall supersede and take precedence over any other terms or conditions as may be shown or referred to in any other correspondence or implied by trade custom practice or course of dealing and any such prior representations or understandings and any such purported provisions to the contrary are hereby expressly excluded.
2. No modification, waiver or amendment to these Terms and Conditions shall be binding on unless made in writing expressly stating that it is such a waiver or amendment and signed by an authorized Seller representative.
3. Each order is subject to acceptance by Seller. No order shall be deemed a contract until and unless Seller accepts in writing. The Seller will accept the Contract at its office in Libertyville, IL, USA, and the Contract is deemed to have been entered into in Libertyville regardless of the residence of the Purchaser or destination of the products or services contracted for herein.
4. Any special provisions must be set out in the Contract, Purchase Order, or Order and agreed to in writing by the Purchaser and Seller.

4. Quotations

1. Unless otherwise specified herein, prices quoted are valid for 30 days from the date of quotation. A quotation by the Seller does not constitute a Contract and the Seller reserves the right to withdraw or amend the same at any time prior to the Seller’s acceptance of the relevant Contract, Purchase Order or Order. In addition, pricing can change prior to acceptance, or pursuant to Paragraph 5, below, as a result of changes in the costs of materials, components, commodities and/or other inputs.

5. Pricing

1. Unit prices apply only to the specific quantities and delivery schedule agreed upon. Any variation in quantity, specifications and/or date of delivery may necessitate a revision to the unit price.
2. Seller reserves the right to revise and announce new prices for any Goods and/or Services. Subject to cost changes, quoted prices will be honored if an order is received prior to the expiration of a valid quotation in accordance with Article 3 above outstanding at the time of the price change and the Order will be completed and shipped as agreed upon by the parties. Subsequent orders for the same Product are subject to the revised or newly announced prices. Seller reserves the right to revise and announce new prices for any Goods and/or Services. Pricing of all products does not account for manufacturers or distributors imposing price increases to Seller after Purchaser’s placement of purchase orders, as well as the increase in costs of any commodities, materials, components and/or other inputs. Any increases in such costs imposed upon Seller after Seller accepts a Purchase Order from Purchaser shall be passed on to and covered by Purchaser.
3. Unless otherwise specified, sales prices are exclusive of all sales, use and other taxes, duties, tariffs or charges, domestic or foreign. Purchaser shall pay, or upon receipt of invoice from Seller shall reimburse, Seller for all such taxes, duties, or charges levied or imposed on Purchaser or required to be collected by Seller resulting from this transaction or any part thereof. All tariffs, duties and related costs, charges and/or expenses shall be passed on to the Purchaser directly.
4. Unless otherwise specified, sales price excludes freight, shipping, and handling charges. Separate charges for freight, shipping and handling will be shown on Seller’s invoice(s). All claims for breakage, loss delay and damage must be made to the carrier.

6. Terms of Payment

1. Unless otherwise agreed in the specific offer or order, the Purchaser shall make payment(s) according to the schedule stated in the Quotation. Purchase orders will not be accepted until prepayment conditions have been met, as noted in the quotation.
2. All payments must be made in U.S. currency. If credit terms have been agreed by Seller, invoices are due and payable within thirty (30) days after the date of the invoice, unless otherwise noted on the purchase order or invoice.
3. The Purchaser agrees to pay interest on all past due amounts at the lesser of 1.5% per month, or the highest rate allowed by law.
4. Each shipment shall be considered a separate and independent transaction and payment made accordingly. Seller reserves the right to ship its order and make collection by sight draft, with bill of lading attached.
5. If the Purchaser delays manufacture, the order price shall be increased in the event Seller incurs, during the period of delay, any vendor or supplier price increases applicable to the goods under contract with Purchaser. Seller may at any time and from time to time, in its sole discretion, limit or cancel the credit of the Purchaser as to time and amount and, as a consequence, may demand payment in cash before delivery of any unfulfilled portion of any Contract, and failure of the Purchaser to make any such payment within 10 days after demand shall constitute default under the Contract. Approval of credit for one or more deliveries or orders shall not be deemed a waiver of the provisions of this paragraph. Purchaser hereby represents to Seller that it is now solvent and agrees that each acceptance of delivery of the products sold hereunder shall constitute reaffirmation of this representation.
6. If, in the judgment of Seller, the financial condition of Purchaser at any time does not justify continuance of production or shipment on the terms of payment originally specified, Seller might upon a ten (10) day notice, require full or partial payment in advance, regardless of the payment terms originally specified. In the event of bankruptcy or insolvency of Purchaser, Seller may cancel any order then outstanding and receive reimbursement for its cancellation or termination liability charges.
7. Purchaser agrees to pay legal fees incurred by Seller to collect any unpaid balance due or to otherwise enforce the rights of Seller hereunder by legal proceedings or otherwise.

7. Design Changes

Seller manufactures Products exclusively to the Print supplied or approved by Purchaser. Purchaser is solely responsible for the design, adequacy, completeness, accuracy, functionality, and fitness of the Print and specifications, and for the suitability and safety of the Products for Purchaser’s intended use, application, and end market. Seller performs no design function, undertakes no obligation to evaluate the Print for fitness or adequacy, and assumes no responsibility for the performance of the Products in the field or in Purchaser’s end product. Purchaser’s approval of first articles, samples, or the Print, or Purchaser’s acceptance of the first production shipment, constitutes Purchaser’s acceptance of the design as suitable for its purpose. Once the final Product has been approved in writing by Purchaser for fabrication, subsequent modifications to the system layout or the Product shall be subject to additional charges to be mutually agreed upon by the parties and paid for by Purchaser.

8. Inspection

Unless otherwise agreed in writing, Buyer must inspect Products promptly upon receipt and, in any event, within forty-five (45) days. Products are deemed accepted unless Buyer gives written notice of rejection specifying the nonconformity within that period. Acceptance is final. Use of Products, or failure to reject within the inspection period, constitutes acceptance. Where Purchaser has inspected the Goods prior to shipment, Purchaser shall have no right whatsoever to inspect, reject or revoke its acceptance of the Goods after shipment. Purchaser is responsible for any charges associated with witnessed testing beyond the normal level of activity for routine test activities, as defined on the Contract, Purchase Order, or Order.

9. Delivery

1. Delivery time quoted is Seller’s best estimate and is not a commitment or guarantee by Seller as to shipment or delivery on specific dates and shall begin once the Purchaser has approved the final configuration and acceptance of the Contract. Seller shall not be liable for any delay in performance or inability to perform occasioned by any Force Majeure conditions beyond its control or beyond the control of its suppliers or subcontractors.
2. All sales are FOB Seller’s facility (FOB Origin). Title and risk of loss pass to Purchaser upon delivery of the Products to the carrier at Seller’s facility. Purchaser is responsible for freight, insurance, and all transportation charges and for selecting the carrier; absent Purchaser instruction, Seller may select the carrier as Purchaser’s agent without assuming liability. Shipping and delivery dates are estimates only; Seller does not guarantee any delivery date and is not liable for any loss, damage, or penalty arising from late or early delivery. Seller may make partial shipments and invoice each separately. Purchaser is responsible for any special packaging, marking, or handling it requires.
3. In any case where Goods are sold on the basis of any other international trade term, the meaning of such term contained in INCOTERMS (2000) shall apply as if expressly incorporated herein except insofar as any part of the same may be inconsistent with any of the provisions contained in these conditions.
4. In the case that the Contract involves more than one delivery, and default is made in payment on the due date, the Seller shall have the right to suspend all or any further deliveries pending payment or to terminate the Contract in its entirety by notice in writing to the Purchaser.
5. If Purchaser delays shipment, Seller may invoice, warranty commences, and payments are to be made as though shipment has been made as specified.
6. In the event Purchaser delays shipment(s), Seller will also invoice Purchaser for handling and monthly storage fees at the current market rates. These charges will be added to the corresponding invoice and payment in full must be received prior to shipment.

10. Packaging and Shipping

1. All Goods are carefully packed for shipment and Seller shall not be responsible for loss, delay, or breakage in shipment.
2. Goods for Domestic (CONUS) sites shall be shipped in standard commercial packaging for truck or air transport only. Export packing (sea container or air) will be quoted upon request. When special or export packaging is required or requested, the cost of the special packaging will be separately invoiced to Purchaser. Unless otherwise stated, the FOB or EXW (INCOTERMS 2000) point is Libertyville, IL, USA.
3. Unless expressly prohibited by the Contract, partial shipments shall be accepted.
4. Unless agreed in writing prior to shipment, Purchaser shall have sole control and discretion with respect to mode of transportation, routing and any other matters connected with, related to, or involved in transportation of the Goods, otherwise Seller may accept these responsibilities.
5. Shipping dates specified herein or otherwise communicated to Purchaser are approximate only. Seller does not and shall not guarantee any shipping date unless such guarantee and the terms thereof are specifically agreed to in writing. Any such guarantee shall be strictly limited to the exact terms so stated.

11. Delay and Force Majeure

1. The Seller shall not be liable for delays in performance of its obligations and the date on which the Seller’s obligations are to be fulfilled shall be extended for a period of time caused by the delay when the delay was due to causes beyond the Seller’s control and not due to its fault or negligence, which Force Majeure causes include but are not limited to, the following:
   1. Acts of God, unforeseeable circumstances, acts (including delay or failure to act) of any governmental authority (De Jure or De Facto), wars (declared or undeclared), riot, revolution, terrorism, hijacking, fires, strikes, labor stoppage, labor shortage, supply chain disruption, sabotage, epidemics, pandemics, government shutdown or related action, prohibition of import or export of goods or products, and interruptions of essential services and supplies such as electricity, natural gas, fuels and water.
   2. Inability due to causes beyond Seller’s reasonable control to timely obtain from subcontractor necessary and proper materials, components, facilities, and, when the subcontractor has excusable causes as listed above and such items cannot reasonably be obtained from another source.
2. Partial failure of performance due to any of the aforementioned causes shall not in itself terminate this Contract or excuse any failure by Seller to resume all obligations.
3. In the event Seller is affected in the performance of its obligations by any of the aforementioned causes, it shall give the Purchaser prompt written notice of that fact together with satisfactory evidence substantiating that said cause prevents performance, as well as a declaration specifying the steps being taken by the Seller to remove such cause of nonperformance and to minimize its effects, and shall continue the performance of its other obligations under this Contract.

12. Description and Data

1. It shall at all times be the Purchaser’s responsibility to ensure that the Purchaser’s specifications are correct and/or sufficient for the use intended by the Purchaser and the Purchaser must satisfy itself on this point.

13. Limited Warranty

1. Seller warrants to Purchaser only the items ordered hereunder at the time of shipment to be free from defects in workmanship only, and to conform to the contract specification provided by Purchaser. Seller’s liability under this Warranty shall terminate ninety (90) days from the date of delivery to the Purchaser. IN NO EVENT SHALL SELLER’S LIABILITY UNDER THIS WARRANTY EXCEED THE COST OF REPAIR OR REPLACEMENT OF SUCH DEFECTIVE ITEM AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES.
2. Any products, parts, services, and accessories not manufactured by Seller, including Purchaser approved vendors, carry only the warranty that is provided by the manufacturer thereof, and such warranties, if any, may differ from the warranties offered by Seller. Seller will make reasonable efforts to facilitate warranty claims to third party suppliers or assign such warranties to Purchaser.
3. Disclaimer of Warranties. Except as expressly provided in these terms and conditions, Seller makes no representation, statement of fact, promise, guarantee or warranty of any kind or nature, express or implied, and the foregoing limited warranties are in lieu of all other representations and warranties, express or implied, including any warranty of merchantability or of fitness for particular purpose, whether or not the purpose or use has been disclosed to Seller in specifications, drawings or otherwise, and whether or not Seller’s products are specifically designed and/or manufactured by Seller for Purchaser’s use or purpose. The Purchaser expressly waives any right, claim, or cause of action that might arise out of the purchase and use of any products or services supplied by or through Seller other than those rights expressly granted by express warranty. No employee or other representative of Seller, or any dealer or other person, firm or corporation is authorized to make any other representation, guarantee, or warranty on behalf of Seller, or to assume for Seller any other liability or obligation, express or implied.
4. Limited Warranty Remedy – Seller sole liability and Purchaser’s sole remedy under the foregoing Limited Warranty is limited to the repair or replacement, at Seller’s sole discretion, provided that:
   1. Seller is promptly notified in writing upon discovery of such defect;
   2. Seller’s examination discloses satisfaction that such defects have not been caused by misuse, abuse, neglect, accident, normal operational wear and tear, improper maintenance, or adjustments;
   3. the Product has been installed in accordance with proper installation instructions and operated in accordance with good practice;
   4. Items needing replacement are not of characteristically indeterminate life, such as bulbs, fuses, etc.; and
   5. Unapproved modifications to the Product may void the warranty and could result in safety hazards.
5. THIS WARRANTY CONSTITUTES SELLER’S SOLE AND EXCLUSIVE LIABILITY HEREUNDER AND PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR NONCONFORMING ITEMS AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS IMPLIED OR STATUTORY (INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES ON THE PERFORMANCE OF THE SERVICES, OR THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH PURCHASER, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT

14. Intellectual Property and Use License

As between the parties, Purchaser retains ownership of its product design, the Print, and its brands and trademarks, and grants Seller a nonexclusive license to use them to manufacture the Products. Seller owns and retains all right, title, and interest in its manufacturing processes, methods, know-how, improvements, software, and other background technology, whether developed before or during performance, and in all tooling, fixtures, jigs, molds, and programs, except tooling separately paid for in full by Purchaser. Seller will store Purchaser owned or funded tooling at Purchaser’s risk for up to three (3) months after the last shipment of the applicable Products. Thereafter, Seller may scrap or repurpose such tooling without notice and without any obligation to Purchaser, and Purchaser will receive no compensation. No license to Seller’s background technology is granted to Purchaser except as necessary to use the Products delivered.

15. License and Consents

If any license or consent of any government or other authority shall be required for the acquisition or use of the Goods by the Purchaser, the Purchaser shall obtain the same at its own expense and if necessary or so required shall produce evidence of the same to the Seller on demand.

16. Insurance

Purchaser shall maintain appropriate insurance to cover such party’s respective risks and liabilities under this Agreement with coverage amounts commensurate with such risks and liabilities. This includes workers’ compensation, automobile and general liability. Under no circumstances shall such insurance have a general liability coverage of less than $5,000,000.

17. Limitation of Liability

Seller’s liability of any claim of any kind including negligence, for any loss or damage arising from, connected with, or resulting from this Contract, or from the performance or breach thereof, or from the design, manufacture, sale, delivery, installation, inspection, operation or use of any Product covered by or furnished under this Contract, shall in no case exceed the purchase price of the Goods which gives rise to the claim.

IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, OR WARRANTY, OR NEGLIGENCE, OR OTHER ALLEGED ACTION, SHALL SELLER BE LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE TO THE PRODUCT OR AN ASSOCIATED PRODUCT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCT, FACILITIES OR SERVICES, DOWN-TIME COSTS, OR CLAIMS OF CUSTOMERS OF THE PURCHASER FOR SUCH DAMAGES.

Purchaser will defend, indemnify, and hold harmless Seller and its affiliates, officers, and employees from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Print, design, or specifications supplied or approved by Purchaser, including any claim that the manufacture, use, or sale of Products made to the Print infringes any patent, copyright, trademark, trade secret, or other intellectual property right; (b) materials or components supplied or directed by Purchaser; (c) Purchaser’s end product, application, or use of the Products; and (d) Purchaser’s breach of these Terms. Seller will give Purchaser reasonable notice of any such claim and, at Purchaser’s expense, reasonable cooperation; Purchaser controls the defense, provided any settlement affecting Seller requires Seller’s consent. Each party will comply with applicable laws and regulations. Purchaser is responsible for ensuring that the Print and the Products’ intended use comply with all laws applicable to Purchaser’s end product and market, including regulatory, safety, and gaming-jurisdiction requirements, and will not export, re-export, or divert Products or related technical data in violation of U.S. export control or sanctions laws.

18. Subcontracting and Assignment

Unless specifically restricted by written agreement or required vendor listing, the Seller reserves the right to sub-contract at its discretion any part of the work or the supply of any Goods and/or Services for which the Seller provides a quotation.

Purchaser may not assign or delegate the order or these Terms, in whole or in part, whether by operation of law or otherwise, without Seller’s prior written consent, and any purported assignment in violation is void. Seller may, without Purchaser’s consent, assign or transfer any purchase order, these Terms, and any related agreement or order, to any affiliate, successor, or acquirer, including in connection with a change of control, merger, consolidation, reorganization, or sale of all or substantially all of the equity or assets of Seller or the applicable business, and the assignee will succeed to Seller’s rights and obligations. These Terms bind and benefit the parties and their permitted successors and assigns.

19. Termination

The Seller may at its option terminate the Contract, the Purchase Order(s), or Order(s) placed upon the happening of one or more of the following events:

a. The Purchaser is in breach of any obligation to the Seller and such breach where capable of remedy be not remedied following the expiry of thirty (30) days from the date of notification from the Seller to the Purchaser specifying such breach; or

b. If the Purchaser becomes bankrupt (the filing of either a voluntary or involuntary proceeding), commences liquidation, if a receiving order is made against the Purchaser, the Purchaser enters into an assignment for the benefit of creditors; or if a receiver shall be appointed for any of the assets or undertaking of the Purchaser.

The Purchaser may at its option terminate the Contract, the Purchase Order(s), or Order(s) placed upon the happening of one or more of the following events:a. The Seller is in breach of any obligation to the Purchaser and such breach where capable of remedy be not remedied following the expiry of thirty (30) days from the date of notification from the Purchaser to the Seller specifying such breach; or

b. If the Seller becomes bankrupt (the filing of either a voluntary or involuntary proceeding), commences liquidation, if a receiving order is made against the Seller, the Seller enters into an assignment for the benefit of creditors, or if a receiver shall be appointed for any of the assets or undertaking of the Purchaser.

Any termination for any reason by Purchase is subject to Purchaser’s obligation to reimburse Seller for any reasonably incurred expenses prior to notice, including, but in no way limited to, reasonably purchased materials and components. This includes item purchased in order to obtain quantity discounts as well as long lead time items.

20. Waiver

The failure by either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

21. Notices

Any notice required or permitted to be given hereunder may be given by certified mail, overnight delivery, personal delivery, e-mail, or facsimile. Noticed sent by certified mail shall be deemed to be served seventy-two (72) hours after placement into the airmails, postage prepaid to address. Notice given by e-mail or fax shall be deemed to have been received on the date, in normal course, it would be delivered. Until changed by written notice, given by either party to the other, the contact information of the parties shall be as specified in the applicable Contract, Purchase Order or Order.

22. Governing Law

These Terms and Conditions shall be governed and construed in accordance with the laws of the State of Illinois without resort to its conflict of laws rules. If a court of competent jurisdiction determines one or more provisions of these Terms and Conditions illegal or invalid, that determination shall not affect the enforceability of the remaining provisions to the extent they can be given effect without the illegal or invalid provision. Any legal action will be brought in a court located within the County of Lake, State of Illinois. Purchaser irrevocably consents to the jurisdiction of the courts of the State of Illinois for any and all disputes related to these Terms and Conditions. The prevailing party to any litigation regarding this Agreement shall be entitled to recover from the other party the reasonable attorneys’ fees and costs incurred in the litigation. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are specifically excluded and shall not apply to these Terms and Conditions.

23. Security

If the Products are purchased on credit from Seller, Purchaser hereby grants Seller a purchase money security interest in the Products, and in all attachments, accessories, improvements, replacements, and proceeds, including insurance proceeds, resulting from any sale, assignment or other conveyance, or damage or destruction thereof (collectively, the “Collateral”), as security for the payment of all indebtedness of Purchaser to Seller. Purchaser hereby authorizes Seller, or its assignee, to sign and file financing statements in order to perfect the security interest of Seller hereunder. Seller shall have all the rights and remedies of a secured party under the Uniform Commercial Code which rights and remedies, to the extent permitted by law, shall be cumulative. Purchaser shall pay any expenses, including reasonable attorney fees, incurred, or paid by Seller in the preservation or enforcement of Seller’s rights under this Agreement. Prior to receipt of payment in full by Seller, Purchaser shall not create any other security interest in the Products or suffer or permit any lien or attachment thereto or transfer its interest in the Products without the prior written approval of Seller. For export orders, Seller may require, at its option, a Standby Letter of Credit to cover future payments due.

24. Severability

These Terms and Conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

25. Miscellaneous

These Terms and Conditions, together with terms and conditions set forth on the face page of the quotation or in Seller’s invoices to Purchaser (a) contain the entire agreement between Seller and Purchaser relating to this sale, and expressly supersede and replace any prior or contemporaneous agreements, whether written or oral, relating to said sale, including any terms and conditions on any of Purchaser’s documents or purchase orders, and (b) shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties. The paragraph headings contained herein are for the convenience of reference only and shall not be construed so as to affect the interpretation or construction of any substantive provision hereof.

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