Terms and Conditions
TERMS AND CONDITIONS OF SALE - updated February 2021
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Unless otherwise specified on the invoice face, the following will apply to the sale by Interstate Wire Company Inc.( “ Seller ” ), to the named purchaser ( “Buyer” ), of the products specified on the invoice face (the “ Products ” ) and any related services provided by Seller.
1. PRICES. All prices are firm and are invoiced & payable in U.S. dollars unless specifically stated otherwise on the invoice. Prices do not include, and Buyer will pay or reimburse Seller for any, and all taxes (other than Seller’s income taxes) and other governmental fees, assessments, duties, and charges, that are payable as a result of this transaction or Buyer’s use or resale of Products.
2. F.O.B. & SHIPMENTS. All shipments will be Free On Board (F.O.B.) the Seller’s plant in Rockwall, Texas unless otherwise stated on the Sellers invoice. Title to the Products and risk of their loss or damage will pass to Buyer upon delivery of the Products at the location specified with the F.O.B., F.A.S. or other shipment term on the invoice face. Products may be shipped by any carrier, route or means reasonably selected by Seller, except where the Buyer is directly paying the freight and handling charges and specifies the carrier to be used. If Buyer’s order is for multiple types of Products, such Products may be shipped in lots of similar Products, as reasonably determined by Seller, and each such lot will be paid for separately. No nonconformity or defect in any lot will constitute a breach of Buyer’s entire purchase order, and any lots whose conformity and condition Buyer does not dispute will be paid for in accordance with these terms and conditions, regardless of any dispute concerning other shipments or undelivered Products.
3. PAYMENTS. If the full payment of the purchase is not received when due as specified on the face hereof or, if not so specified, within 30 days after the shipment date, Seller reserves the right to charge interest on any unpaid balance at a rate of up to 1 1/2% per month (or the highest rate permitted by applicable laws, if lower) from the due date. Seller may suspend or cancel deliveries of ordered Products if Buyer fails to pay when due any amount owed by it to Seller for any goods or services. Seller also reserves the right to require from Buyer, at any time, satisfactory assurance of performance of Buyer’s payment obligations to Seller, and refusal or failure promptly to furnish such assurance will entitle Seller to suspend or cancel further deliveries to Buyer and initiate additional actions to secure payment in full and/or recover the Products supplied.
4. CANCELLATIONS, RETURNS AND ASSIGNMENTS. Any order by Buyer may be cancelled or changed only with the written consent of Seller. Seller reserves the right to charge Buyer all reasonable costs for work performed prior to cancellation including but not limited to product engineering, sales order administration, materials procured, and manufacturing operations performed plus reasonable overhead and profit margin. No Product (whether or not it is defective or nonconforming) may be returned to Seller without Seller’s prior written consent. All returns are to be shipped freight pre-paid by Buyer. All returned product is subject to inspection upon receipt by Seller and only un-used product returned in a saleable condition will be accepted. Seller reserves the right to charge Buyer a re-stocking charge to cover inspection and handling costs associated with the returned product. If a Product is returned with such consent and accepted by seller following inspection, it shall thereupon become the property of Seller. Any assignment of Buyer’s rights or obligations hereunder will be void without Seller’s written consent.
5. LIMITED WARRANTY, INSPECTION AND CLAIMS. Seller warrants exclusively to Buyer that each Product sold hereunder will be free from defects in material and workmanship at the time of shipment from Seller’s manufacturing plant. Seller will have the right to inspect and have returned any Product claimed by Buyer to violate this “Limited Warranty.” Seller’s sole obligation and Buyer’s exclusive remedy for any breach of the Limited Warranty will be the repair or replacement, at Seller’s option, of the defective Product. Any replacement or repaired Product will be covered by the Limited Warranty only for the remainder of the original warranty period. If Seller determines that such repair or replacement is not economical or feasible or such remedy fails of its essential purpose, Buyer’s exclusive alternate remedy and Seller’s sole obligation for any such breach will be the return to Buyer of the purchase price paid to Seller for the Product, in which case Seller may repossess the Product. The Limited Warranty will apply only if: the delivered Product is not altered or damaged and is properly transported, stored, handled, installed, maintained, and used in accordance with the Product’s normal usage and any Seller published instructions; and Buyer notifies Seller of the defect in writing not more that one year after its delivery to Buyer and not more than 30 days after Buyer first learns of the defect. Buyer will promptly inspect all Products delivered to it. Any claim against Seller under the Limited Warranty or otherwise for shortages or for damages to or defects in the delivered Products that are observable in a reasonable visual inspection will be deemed waived unless the claim is made in writing to Seller within 30 days after such delivery. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY AND SELLER’S STATUTORY WARRANTY OF GOOD TITLE, SELLER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PRODUCTS COVERED HEREBY INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR (SUBJECT TO PARAGRAPH 8) NONINFRINGEMENT. NO EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF SELLER EXCEPT TO THE EXTENT SPECIFICALLY STATED HEREIN.
6. LIMITS ON LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPHS 5 AND 8, IN NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, (A) WILL SELLER BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR COST OF “ COVER ” ARISING OUT OF THE SELECTION, ORDERING, PURCHASE, USE, RESALE OR DISTRIBUTION OF THE PRODUCTS COVERED HEREBY, OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR (B) WILL SELLER ’ S TOTAL LIABILITY TO BUYER AND ANY THIRD PARTIES WITH RESPECT TO ANY SPECIFIC PRODUCT AND ANY RELATED SERVICES EXCEED THE PURCHASE PRICE TO SELLER FOR THAT PRODUCT AND SUCH SERVICES. SUCH DAMAGES THAT SELLER WILL NOT BE LIABLE FOR INCLUDE, BUT ARE NOT LIMITED TO: LOSS OF PROFITS, SAVINGS OR REVENUE; LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF CAPITAL; COST OF ANY SUBSTITUTE GOODS, EQUIPMENT, FACILITIES OR SERVICES; DOWNTIME; AND, EXCEPT AS PROVIDED IN PARAGRAPH 8, THE CLAIMS OF THIRD PARTIES INCLUDING BUYER’S CUSTOMERS.
7. FORCE MAJEURE AND SHORTAGES. Seller will not be liable for loss or damage of any kind resulting from any delay in delivery or failures to supply ordered Products or otherwise carry out its obligations under this agreement due to causes beyond its control, and no such event will relieve Buyer of its obligations to make payments for other deliveries under this agreement. Seller reserves the right, in its sole judgment and without liability to Buyer, reasonably to allocate its available production capacity, raw materials and Product inventories as may be necessary or equitable in the event of any shortages of production capacity raw materials or Products at any time.
8. INFRINGEMENT. Seller agrees to defend Buyer against, and pay any damages awarded against Buyer and direct expenses, including attorneys’ fees, reasonably incurred by Buyer (but excluding any lost revenues, lost profits, or other consequential economic damages of Buyer) as a result of any action brought against Buyer, if and to the extent the action is based on a valid claim that any Product delivered to Buyer under this agreement infringes another person’s patent or trademark. Seller’s obligations under this paragraph will be conditioned upon Buyer promptly notifying Seller in writing of the existence of any such action, giving Seller full authority to conduct the defense and settlement of the action, at Seller’s expense and with counsel of Seller’s selection, and cooperating fully with Seller and such counsel. If any Product becomes, or in Seller’s opinion is likely to become, the subject of an action for such infringement, Seller may procure for Buyer the right to continue using the Product or replace or modify it to make it non infringing, provided such replacement or modification does not affect the performance or value of the Product to Buyer in a materially adverse manner. Alternatively, Seller may return to Buyer the purchase price paid to Seller for such Product, in which case Seller may at its expense repossess the Product. Seller will not have liability for, and Buyer will indemnify and defend Seller against, any claims, damages, losses, expenses (including attorneys’ fees) and liabilities resulting from any infringement of proprietary rights of third parties arising from Seller’s compliance with Buyer’s design or specifications for a Product or Buyer’s use or combination of the Product with any material or process not acquired from Seller if the infringement would not have resulted from use of the Product without such material or process. The foregoing states Seller’s entire liability with respect to any infringement of patents, trademarks or other proprietary rights relating to the Products.
9. OTHER PROVISIONS. This agreement, and any claims or disputes related to this agreement, will be governed by the laws of the state of Texas. Such laws shall exclude conflict of law provisions and, with respect to a U.S. state, the U.N. Convention on Contracts for the International Sale of Goods. All actions or proceedings under or relating to this agreement will be resolved in a state, federal or comparable court located in that jurisdiction; provided, however, that in Seller’s discretion such an action may be heard in some other place designated by it if necessary, to acquire jurisdiction over third persons so that the dispute can be resolved in one action. Buyer hereby agrees to appear in any such action, consents to the jurisdiction of such courts and waives any objections it might have as to venue in any such court. Seller certifies that the Products will be produced in compliance with all applicable requirements of the U.S. Fair Labor Standards Act and regulations issued there under.
10. EXCLUSIVE TERMS AND CONDITIONS. THE PROVISIONS OF THIS AGREEMENT ARE SOLELY FOR THE BENEFIT OF SELLER AND BUYER AND CANNOT BE CHANGED OR MODIFIED, EXCEPT BY A WRITTEN DOCUMENT SIGNED BY SELLER. THIS DOCUMENT, TOGETHER WITH THE TERMS OF ANY RELATED PRIOR WRITTEN QUOTATION OR ACKNOWLEDGMENT OF SELLER THAT DO NOT CONFLICT HEREWITH, CONTAINS THE ENTIRE AND THE ONLY AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SALE OF THE PRODUCTS COVERED HEREBY AND ANY RELATED SERVICES AND SUPERSEDES ANY ALLEGED RELATED TERM, REPRESENTATION, PROMISE OR CONDITION NOT SPECIFICALLY INCORPORATED HEREIN. ANY RESPONSE TO OR CONFIRMATION OF THESE TERMS BY BUYER WHICH STATES DIFFERENT OR ADDITIONAL TERMS WILL BE OPERATIVE AS AN ACCEPTANCE OF THESE TERMS, BUT SUCH DIFFERENT OR ADDITIONAL TERMS ARE HEREBY REJECTED UNLESS SPECIFICALLY AGREED UPON IN WRITING BY SELLER. NOTWITHSTANDING ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS CONTAINED IN BUYER’S PURCHASE ORDER OR OTHER COMMUNICATION, ANY OFFER OF BUYER WAS OR IS ACCEPTED ONLY ON THE CONDITION THAT BUYER ASSENTED OR ASSENTS TO THE TERMS AND CONDITIONS CONTAINED HEREIN. SELLER’ S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM BUYER WILL NOT BE DEEMED A WAIVER OF THE PROVISIONS CONTAINED HEREIN.
PURCHASE ORDER TERMS & CONDITIONS - updated November 2020
THIS ORDER IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS AS WELL AS THOSE APPEARING ON THE FACE HEREOF:
1. ACCEPTANCE. This purchase order constitutes an offer by Buyer to Seller upon the terms and conditions stated herein and in the body of the order and shall become a binding contract upon acceptance. In all cases this sole order, its terms and/or conditions shall take immediate and lasting precedence over Seller's acknowledgment, documents or company policies or standard operating procedures, without limitation. Buyer is not committed to purchase any goods specified in this order except for such quantities as may be explicitly set forth on the front of an individual Purchase Order Form or on a separate Material Delivery Schedule issued by Buyer. Seller agrees to permit/allow Buyer’s agents to enter Seller’s premises at reasonable times as may be necessary to verify Seller’s adherence to this Agreement. This does not in any way preclude or relieve the Seller of its obligations to meet the specifications of the purchase order.
2. PRICE. Buyer shall not be billed at prices higher than specified on the front of this Purchase Order. Seller represents that each price for items sold under this Purchase Order is the lowest price charged by Seller during the term of this Purchase Order to any other customer for the same or like items in equal or less quantity on similar terms and conditions and that such prices comply with applicable government regulations in effect at time of quotation, sale or delivery. No price increase shall be effective unless Buyer approves the price increase in advance in writing. Seller shall give Buyer written notice of any proposed price increase ninety (90) days prior to the proposed effective date and shall, upon request, document the basis for its request. Any approved price increase will not apply to items past due on the effective date and Buyer will not approve any retroactive price increases. Seller agrees that any price reduction made in any items covered by this Purchase Order subsequent to the placement of this Purchase Order will be applicable to this order. Buyer may pay all discounts provided for on invoices within the time stated on such invoices, which shall be calculated from the date an acceptable invoice is received or the date that the goods are received, whichever is later.
3. DELIVERY. Time and rate of deliveries are of the essence of this order. Buyer reserves the right to cancel this order without charge and/or reject the goods because of default by Seller in time or rate of delivery. Buyer at its option may approve revisions to this contract, but only when agreed to in writing by the Buyer. Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet delivery schedule. Goods arriving to Buyer past due or in advance of Buyer's material delivery schedule may be rejected or returned to Seller at Seller's expense, including any administrative costs plus any costs associated with chargebacks from the Buyer's customers. The Buyer may also chargeback to the Seller, lost production time and profit resulting from lack of Seller's timely delivery or performance. Seller shall not reserve a security interest in goods shipped to Buyer. The seller must provide "Certificate of Origin" of the purchased item before first delivery. Delivery performance is re‐evaluated on an annual basis. Suppliers who do not exceed an on time delivery performance of greater than 50 may be removed from the approved vendor list.
4. REJECTIONS. All goods may be subject to inspection and test by Buyer at place of manufacture or at destination or at both. If any goods are found to be defective or in any way not in conformity with requirements of this order, Buyer, in addition to any other rights which it may have under warranties or otherwise, shall have the right to reject and return such goods at Seller's expense and to receive full reimbursement for any such rejected goods as well as any administrative costs, lost production time costs and other associated costs, or upon written request of Buyer, to receive replacement of any such rejected goods without additional cost to Buyer. Additionally, suppliers quality is re‐evaluated on an annual basis. Suppliers who exceed 10 non conformances annually may be removed from the approved vendor list.
5. BUYER'S PROPERTY. Unless otherwise agreed to in writing, layouts, models, all tools, gauges, designs, sketches, drawings, blueprints, patterns, dies, specifications, engineering data or other technical or proprietary information, special appliances, and other equipment or materials of every description furnished to Seller by Buyer, or any materials affixed or attached thereto, shall remain the property of the Buyer ("Buyer's Property"). Such property (and whenever practical, each individual item thereof), shall be plainly marked or otherwise adequately identified by Seller as "property of Interstate Wire Co., Inc." and shall be safely stored separate and apart from Seller's property and shall be subject to examination by Buyer. Seller shall not substitute any property for Buyer's Property and shall not use such except in filling Buyer's orders. Buyer's Property, while in Seller's custody or control, shall be maintained in good condition at Seller's expense, shall be held at Seller's risk and shall be kept insured by Seller at Seller's expense in an amount equal to the replacement cost with loss payable to Buyer.
6. PATENT RIGHTS. Any and all discoveries, inventions and designs, whether or not patentable or subject to copyright, conceived or reduced to practice by Seller or its employees in connection with the supply pursuant to this Purchase Order, of any item as to which Buyer furnishes the specifications, shall be promptly disclosed to Buyer, and shall become the property of Buyer. Seller and its employees shall, upon request, execute all papers necessary to assign such discoveries, inventions, and designs to Buyer and to cause at Buyer's expense patent applications to be filed thereon in favor of Buyer. The decision as to whether to file patent applications and to prosecute same shall be made solely by Buyer.
7. CHANGES. Buyer shall have the right to make changes in the order by giving notice to the Seller. If such changes cause an increase or decrease in the amount due under the order or in the time required for its performance, an equitable adjustment may be made, and the order shall be modified accordingly. If any quantity ordered on an individual Purchase Order Form or on a Material Delivery Schedule is decreased or canceled by Buyer, it shall be Seller's responsibility to minimize the effects/costs, including diverting material for other uses. Any claim for adjustment must be asserted by the Seller in writing within five (5) days from the date the change is ordered. Nothing contained in this clause shall relieve the Seller from proceeding without delay in the performance of this order as changed. Seller shall not make changes in specifications, physical composition of, or processes used to manufacture goods hereunder without Buyer's prior written consent.
8. MODIFICATION OF AGREEMENT. This order contains all the agreements and conditions of these transactions and no agreement or other understanding in any way modifying the terms and conditions hereof will be binding upon the Buyer unless made in writing as a change of the order and signed by Buyer.
9. ASSIGNMENT AND SUBCONTRACTING. No assignment of this order shall be binding upon Buyer until Buyer's written consent thereto is obtained. Seller shall not procure or contract for the procurement of any item covered by this order in completed or substantially completed form without first securing the written consent of the Buyer.
10. INDEMNIFICATIONS. Seller shall defend and shall indemnify and hold harmless Buyer, its successors, assigns, customers, and the users of its products, from all loss and damage including reasonable attorney's fees, by reason of any and all claims and suits charging damage or injury or charging infringement of any patent, trademark, copyright or other property right arising out of the sale or use of any goods furnished hereunder except that Seller shall have no liability with respect to patent infringement for goods as to which Buyer furnishes complete specifications. Seller shall upon request, provide product liability insurance, naming Buyer as an additional insured, in limits acceptable to Buyer.
11. WARRANTIES. By accepting this offer, Seller warrants that all items delivered under this order will me "merchantable" as defined in 2‐314 of the Uniform Commercial Code and free from defects in material and workmanship (including damage due to unsatisfactory packaging by Seller), that all items delivered will be strictly in accordance with Buyer's terms, specifications, drawings and approved sample, if any, and to extent such items are not manufactured pursuant to detailed designs furnished by Buyer, that all items will be free from defects in design and suitable for the intended purposes.
12. SURVIVAL OF IDEMNIFICATIONS AND WARRANTIES. Seller's obligations under Paragraphs 9 and 10 hereinabove shall not be deemed to be exclusive, and together with any service warranties and guarantees, if any, shall survive acceptance, of the goods, payment therefore and/or termination, and shall run to Buyer, its successors, assigns, customers and the users of its products.
13. DEFAULTS ‐ BANKRUPTCY ‐ CANCELLATION. Buyer may cancel this order in whole or in part: (a) if the Seller shall become insolvent or make a general assignment for the benefit of creditors, or a receiver or liquidator for Seller is appointed or applied for, or if Seller admits in writing its inability to pay its debts as they become due, or (b) if any proceeding under any applicable Federal or State bankruptcy or insolvency law is brought by or against Seller, or (c) if, at any time Seller shall default in performance or shall so fail to make progress in the work as to endanger performance hereunder in the sole discretion of Buyer, or (d) if Buyer's customers cancel, (or in any other way render obsolete) requirements for goods specified in this order. After receipt of notice for any such termination, Buyer, at its option, may require the Seller to transfer title and deliver to Buyer any satisfactorily completed work and such work in process and all associated raw materials as the Seller has specifically produced or specifically acquired for the performance of such part of the order as has been canceled. Upon any such termination pursuant to this clause, if the cost of completion of the order is in excess of the contract price, then Seller shall be liable for such excess. However, except with respect to default of subcontractors, the Seller shall not be liable for any excess costs if the failure to perform arises out of causes beyond the control and without the fault or negligence of the Seller. If the failure to perform is caused by the default of the subcontractor, and if such default arises out of causes beyond the control of both the Seller and its subcontractors, and without the fault or negligence of either of them, the Seller shall not be liable for any costs for failure to perform, unless the goods or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to comply with the order. Buyer shall not be liable for any delay or failure to perform its obligations if delay or failure arises from causes beyond the control of Buyer. The term "causes beyond the control" as used herein may include but is not restricted to acts of God or of the public enemy, acts of the government in it sovereign capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the Seller and its subcontractor or of the Buyer, as the case may be. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the order.
14. USE OF DESIGNS, DATA, ETC. Seller agrees that it will keep confidential the features of any equipment, tools, gauges, patterns, designs, drawings, engineering data, completed production parts or other technical o proprietary information furnished by Buyer ("Proprietary Information") and use such items only in the production of items under this order or other orders from Buyer and not otherwise unless Buyer's written consent is first obtained. Upon completion or termination of this order, or sooner if requested by Buyer, Seller shall return all Proprietary Information to Buyer or make such other disposition thereof as may be directed or approved by Buyer.
15. VERIFICATION. Buyer has the right at any reasonable time and upon reasonable request to verify any data that the Supplier has submitted under this Agreement.
16. SET‐OFF. Buyer shall have the right at all times to set off (deduct from payments) any amount owing from Seller to Buyer.
17. LABOR LAWS. All goods shall be produced an services rendered under conditions which meet the applicable requirements of the Fair Labor Standards Act of 1938, as amended, including Section 12 (a) thereof, and all applicable Federal, State and municipal laws and regulations governing wages, hours and conditions of labor. Seller shall insert a certificate on all invoices submitted in connection with this order stating that the goods or services were produced or rendered in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, including Section 12 (a) thereof, as amended. If the order is for more than $10,000 and is otherwise subject to the WalshHealey Act (4) U.S. Code 34‐45, the representations and stipulations required by that Act and regulations issued thereunder by the Secretary of Labor are included in all contracts therein specified and are incorporated herein by reference. The Equal Employment Opportunity clause in Section 202, of Executive Order #11246, as amended, relative to equal employment opportunity and the implementing rules and regulations of the Office of Federal Contract Compliance are incorporated herein by specific reference. The Seller agrees to comply with all provisions of the Occupational Safety & Health Act and the regulations thereunder, and further agrees to hold the Company harmless for any citations or penalties received by the Company as a result of the Seller's activities. The “affirmative action for veterans” clause and the regulations contained in 41 CFR, Part 50‐250, Disabled Veterans and Veterans of the Vietnam Era, are incorporated in, and form a part of all purchase contracts issued by Buyer. The “affirmative action for handicapped workers” clause and the regulations contained in Part 60‐741, Chapter 60 of title 41 Public Contracts and Property Management, are incorporated in, and form a part of all purchase contracts issued by Buyer.
18. INDUSTRIAL LAWS. The Seller agrees that neither the Seller nor any of the persons furnishing materials or performing work or services, which are required by this order, are employees of Buyer within the meaning or the application of any Federal or State Unemployment Insurance Law or Old Age Benefit Law or other Social Security Law, any Workmen's compensation Industrial Accident Law or other Industrial or Labor Law and/or local ordinances and regulations affecting employment. The Seller hereby agrees at its own expense to comply with such laws and to be responsible for all liabilities or obligations imposed by any one or more of such laws and/or ordinances and regulations with respect to this agreement and to hold Buyer harmless therefrom.
19. COMPLIANCE WITH OTHER LAWS. Seller will comply with all Federal, State and Municipal laws, rules and regulations that may be applicable to this order.
20. CONTINGENCIES. Buyer reserves the right at its option and without liability either to direct suspension of shipments of materials covered by this order or to cancel this order, in whole or in part, at any time, without charge to the Buyer, where such suspension or cancellation is caused by Government order or Buyer's customers request or other requirements, embargoes, acts of civil or military authorities, acts of the public enemy, inability to secure transportation facilities, strikes, differences with workmen, accidents at plant of Buyer or Defense Materials System Priority Regulations or other law or order or regulation or other contingencies beyond control of Buyer.
21. NO WAIVER OF CONDITIONS. Failure of Buyer to insist upon strict performance of any of the terms and conditions of this order shall not constitute a waiver of such terms and conditions or a waiver of any default.
22. NOTICES. Any notice required or permitted herein shall be in writing and sent to the other party at such party's address as follows or to such other address as such party shall designate by notice and shall be sent by certified mail, return receipt requested, by overnight courier, or by facsimile transmission to the number given by the other party (put in addresses for both or refer to addresses elsewhere in the order).
23. UNITED STATES GOVERNMENT CONTRACTS AND SUBCONTRACTS. With respect to purchases under United States Government contracts and subcontracts, the parities hereto hereby incorporate as a part of this purchase order all of the clauses set forth or referred to in section VII of the Armed Services Procurement Regulations (as the same are in effect at any time during the performance hereof) which are required to be included herein by such regulations. Where necessary to make the context of such required clauses applicable to this purchase order, the term "Government" and equivalent phrases shall mean the Buyer and the term "contractor" shall mean the Seller, and the term "contract" shall mean this purchase order. In the event of any conflict between the provisions of any of the clauses of the Armed Services Procurement Regulations hereby incorporated into this agreement and any other terms and conditions of this purchase order, the provisions of the clauses of the Armed Services Procurement Regulations so incorporated shall govern. NOTE: The Armed Services Procurement Regulations are obtainable from the Superintendent of Documents, U.S. Government Printing Office, P.O. Box 371954, Pittsburgh, Pennsylvania 15250.
24. CONTROL. Any conflict between the terms hereof and the terms of any Purchase Orders issued by Buyer or any other document issued by Buyer other than an amendment hereto or acknowledgments or other documents issued by Seller, these conditions and terms shall control unless such document is specifically acknowledged by both parties in writing to be an amendment to the terms and conditions hereof.
25. CHOICE OF LAW AND FORUM. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas. The parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts in or for Rockwall County, Texas for all disputes regarding this Agreement or transactions governed by this Agreement
