Terms and Conditions of Sale

Terms and Conditions of Purchase

1.  ACCEPTANCE: This purchase order, provided an offer to purchase the goods and services covered by this order ( the "Goods" and/or "Services") as set forth on the face hereof. Any of the following acts by seller shall constitute acceptance of this order and the terms and conditions stated below: signing and returning a copy of this order; delivery of any of the Goods ordered.

2.  PRICE AND DELIVERY: Seller shall furnish the Goods and/or the Services in accordance with the price and delivery schedule stated on the face of this order. If prices and/or delivery dates are not stated, Seller shall offer its lowest prices and best delivery dates, both of which shall be subject to written Acceptance by Buyer.

3.  PACKING AND SHIPPING: All Goods shall be packaged, marked, and otherwise prepared in accordance with good commercial practices to obtain lowest shipping rates.

4.  TRANSPORTATION: Unless otherwise stipulated on the face of this Order or as modified by routing letter from Buyer's Purchasing Agent, goods covered by this Order shall be shipped "FOB destination".  Risk of loss and title to said goods to pass to Buyer only upon delivery to Buyer's specified end destination.  Delivery in advance of the specified Buyer's shipping date, however, will not cause passage of title, transfer of risk of loss and/or establish FOB point.  Transportation charges on goods delivered FOB destination must be prepaid.  No charges for unauthorized transportation will be allowed.  Any unauthorized shipment which will result in excess transportation charges must be fully prepaid by the Seller.  Unauthorized transportation charges not prepaid will be offset by Buyer.

5.  INVOICING and TIME OF PAYMENT: After each shipment of Goods or Service provided under this order, Seller shall send a separate invoice, including entire purchase order number, release number, line number and item numbers accompanied (if applicable) by a bill of lading or express receipt.  Payments to the Supplier for satisfactory performance of the Supplier Work shall be made based on the date of receipt of a McGregor approved Supplier invoice or such time as required by applicable state law, whichever is earlier. Payment will be issued based upon McGregor's payment processing schedule.

6.  INSPECTION:  All Goods may be inspected and tested by Buyer, at all reasonable times and places.  If the Goods are defective or otherwise not in conformity with the requirements of this order, Buyer may, by written notice to Seller; (i) rescind this order as to such Goods; (ii) accept such Goods at an equitable reduction in price; or (iii) reject such Goods and require, at the Buyer's discretion, delivery of replacements or credit for the defective Goods.

7.  WARRANTIES: In addition to all other express or implied warranties, Seller warrants that the Goods will be (i) free from defects in workmanship and materials; (ii) free from defects in design except to the extent that such Goods comply with the detailed designs provided by Buyer; (iii) suitable for all purposes, if any, which are stated on the face of this order; and (iv) in conformity with all the other requirements of this order.

8.  CHANGES: Buyer may, at any time, by written change order, suspend performance of this order in whole, or in part, make changes in the drawings, designs, specifications, method of shipment or packing, or time or place of delivery of the Goods, reschedule the Services, or require additional or diminished Services without the threat of bill back, and/or invoicing for services, labor, or product without prior approval.

9.  TERMINATION WITHOUT CAUSE: Buyer may terminate, for its convenience, all or any part of this order at any time by written notice to Seller. If such termination causes Seller damages, then upon such termination, Buyer and Seller shall negotiate in good faith an equitable adjustment.

10.  VENUE OF DISPUTE RESOLUTION: This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of the State of Ohio.  All actions or proceedings relating to this Agreement shall be maintained in a court located in Montgomery County, State of Ohio, and the parties hereto consent to the exclusive jurisdiction of said court and waive any objection in such venue.  Acceptance of this Agreement by the seller nullifies the jurisdiction of any other venue of litigation specified on the seller’s quotation, invoice, and / or contract.  In the event of any dispute or litigation arising hereunder, the prevailing party will be entitled to recover its reasonable attorney’s fees and court costs.  To the full extent permitted by applicable law, the seller shall reimburse McGregor and Associates for any and all other costs or fees incurred by McGregor and Associates in collecting any past due amounts owing by seller.