Taylor Communications Equipment Purchase Order Acknowledgement
Agreement. The Taylor Communications Company ("Seller") hereby acknowledges receipt of Buyer's Purchase Order for the equipment (the "Equipment") Purchased. If the
terms and conditions of this Acknowledgement differ in any way from the terms and conditions of Buyer's Purchase Order, Buyer's failure to object in writing to the terms and conditions contained in this
Acknowledgement within ten (10) days from the date of its receipt of this Acknowledgement shall constitute Buyer's assent to these terms and conditions. The terms and conditions of this Acknowledgement constitute the entire agreement between the parties with respect to the subject matter hereof; provided, however, in the event you have entered into a separate written agreement with Seller governing the purchase of products or services, the terms and conditions of that separate agreement shall take precedence over the terms and conditions contained herein. This Acknowledgement shall hereinafter be referred to
as the "Order". No modification of the terms of this Order shall be binding upon Seller unless in writing and signed by Seller's authorized officer or employee. No sales representative or agent of Seller has
authority to obligate Seller to any terms, stipulations or conditions not contained in this Order.
Delivery. The delivery date or dates are approximate. Unless otherwise provided for on the face of this Order, the Equipment shall be delivered F.O.B. Shipping Point. Buyer shall reimburse Seller for any
shipping charges prepaid by Seller upon receipt of Seller's invoice. All incidents of ownership to the Equipment including, but not limited to, risk of loss shall immediately pass to Buyer upon delivery of the
Equipment to the carrier; provided, however, Seller shall retain the risk of loss for any Equipment which Seller has stored for Buyer until such time as the Equipment are delivered to a carrier for shipment to
Buyer.
Force Majeure. Seller shall not be liable for any delay or failure to perform, in whole or in part, due to acts of Buyer, acts of God, acts of civil or military authority, acts of public enemy, fires, strikes, labor
disputes, civil disturbances, accidents, unavailability of telecommunications equipment or delays in transportation or any other causes beyond Seller's reasonable control.
Terms of Payment. The purchase price for the Equipment or Services shall be due and payable by no later than the payment due date stated on Seller's invoices. All freight or transportation rates are subject to
change, without notice to Buyer, to reflect applicable freight or transportation rates in effect as of the date of shipment. If the purchase price is not paid by its due date, Seller may, at its option, charge Buyer,
until payment in full is received, a finance charge of one and one-half percent (1.50%) per month on the unpaid balance of the purchase price and/or suspend performance of its duties under this Order and any
other order or contract with Seller.
Taxes. Buyer shall pay all taxes which arise from the sale or use of the Equipment and for which Seller is responsible to collect, as interpreted by the appropriate taxing authorities, unless Buyer has provided
Seller with an applicable exemption certificate.
Equipment Warranty and Warranty Disclaimer.
Equipment Warranty. Seller warrants to Buyer that for a period of ninety (90) days from the date of delivery of the Equipment, the Equipment shall be free from defects in workmanship and materials
provided that Buyer has used supplies in connection with the Equipment which meet or exceed the Seller's recommended specifications (the "Equipment Warranty"). Defective Equipment may be returned
to Seller after Seller's inspection and upon receipt of Seller's shipping instructions. Defective Equipment shall be replaced or repaired, at Seller's option, and returned to Buyer without charge. The
Equipment Warranty does not include preventive maintenance inspections which are available through a service agreement which Buyer may obtain from Seller (the "Equipment Warranty").
Warranty Disclaimer. THE EQUIPMENT WARRANTY IS IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Buyer's Credit. If Buyer's credit or financial responsibility becomes impaired or otherwise unsatisfactory to Seller, or if Buyer defaults in its obligations under this Order or any other order or contract with Seller,
Seller may require advance cash payment or satisfactory security and Seller may withhold shipments or cease production of work in process until such advance payment or security is received.
Security Interest.
Buyer hereby grants Seller a purchase money security interest in the Equipment and in any proceeds or accounts receivable resulting from Buyer's sale or other disposition of the Equipment.
This security interest will be satisfied by Buyer's payment in full of the purchase price for the Equipment. Buyer hereby authorizes Seller to file any financing statement which is necessary in order to perfect
Seller's purchase money security in the Equipment.
Seller's Cancellation.
Seller may cancel this Order if Buyer breaches any provision of this Order or if Buyer becomes insolvent or the subject of any proceeding relating to bankruptcy or the relief of debtors.
Buyer's Cancellation and Changes. Except with Seller's prior written consent, Buyer may not cancel, terminate or assign this Order in whole or part. If Buyer makes any changes in the Equipment after the
Equipment has been scheduled for production, Buyer shall pay Seller for any additional costs incurred by Seller resulting from such changes.
Limitation of Liability.
Excluded Damages. Seller shall not be liable to Buyer for any special, indirect, incidental, consequential or punitive damages (the "Excluded Damages"), whether based upon contract, tort or any other
legal theory resulting from or in any way connected with (i) the performance by Seller under this Order or any warranty or indemnification made by Seller to Buyer, or (ii) Buyer's use of, or any defect or
nonconformity in, the Equipment. Seller shall not be liable to Buyer for the Excluded Damages, whether foreseeable or not, and even if Seller has been advised of the possibility of the Excluded Damages.
Direct Damages. Seller's aggregate liability to Buyer for any direct damages, whether based upon contract, tort or any other legal theory resulting from or in any way connected with (i) the
performance by Seller under this Order or any warranty made by Seller to Buyer including, but not limited to, the Equipment Warranty, or (ii) Buyer's use of, or any defect or nonconformity in, the
Equipment shall not exceed in the aggregate an amount equal to all amounts paid by Buyer to Seller for Equipment.
Waiver. Seller's waiver of any term or condition of this Order must be in writing and shall not be construed to be a waiver of any other term or condition hereof. Seller's waiver of any term or condition of this
Order shall not be deemed a waiver of a subsequent breach of the same term or condition on this Order or any future orders.
Integration. All proposals, negotiations and representations, if any, regarding this transaction and made prior to the date of this Order are merged in this Order.
Remedies. In addition to any remedies contained in this Order, Seller shall be entitled to any and all remedies otherwise available to it under applicable law and remedies available to Seller shall be considered
cumulative.
Jury Trial Waiver. Seller and Buyer hereby waive trial by jury in any action, proceeding, claim or counterclaim, whether in contract or tort, at law or in equity, arising out of or in any way related to this Order.
Limitation of Actions. Neither Buyer nor Seller shall bring an action, regardless of form, arising out of this Order more than two (2) years after the action has arisen; provided, however, Seller may bring an
action against Buyer for non-payment of the purchase price for the Equipment for a period not to exceed four (4) years from the date the purchase price was due.
Notices. All notices, consents, waivers and other communications required or permitted to be given pursuant to this Order shall be in writing and shall be deemed to have been delivered either (i) on the delivery
date, if personally delivered, or if delivered by confirmed facsimile or e-mail, (ii) one (1) business day after delivery to any national overnight courier directing delivery on the next business day, receipt requested,
or (iii) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, with adequate potage affixed thereto. All notices to Seller shall be sent to Seller at 600
Albany Street, Dayton, Ohio 45408-1442, to the attention of Contract Services, and to Buyer at its address as set forth on this Order, or at such other address as either Seller or Buyer may designate in writing to
the other party.
Severability. If any provision of this Order shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, this provision shall not affect any other provision or provision contained in this
Order.
Paragraph Titles. The paragraph titles are solely for convenience of reference and shall not affect the meaning or construction of any provision of this Order.
Ohio Law. This Order shall be governed and construed in accordance with the laws of the State of Ohio without regard to its conflict of law principles.
