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STANDARD TERMS & CONDITIONS OF PURCHASE
APPLICABILITY: These Terms & Conditions apply to all purchase orders issued on behalf of Douglas Manufacturing Co., Inc. (“Douglas”), and Seller’s agreement to sell or ship goods constitutes acceptance of these Terms & Conditions and acknowledgment that, absent a written agreement signed by Douglas expressly agreeing to abandon these Terms & Conditions, such Terms & Conditions prevail over any contrary terms in any other or subsequent documents including but not limited to invoices, confirmations, packing lists, or other materials, and regardless of whether or not Douglas signs or acknowledges such forms. In any UCC “battle of the forms” it is agreed that these Terms & Conditions prevail over contrary terms in any other documents including any of Seller’s forms.
VENUE: Seller agrees that any claim, dispute or controversy arising out of or relating to this transaction shall be made or brought solely and exclusively in the state or federal court having jurisdiction over Pell City, Alabama, which is in St. Clair County, Alabama. Seller hereby consents to personal jurisdiction in said forum.
ATTORNEY’S FEES AND EXPENSES: In any dispute relating to or arising out of any purchase of goods by Douglas, Douglas shall be entitled, in addition to all other rights, to recover from Seller all of Douglas’s attorney’s fees and expenses related to any dispute whether litigation results or not, and whether Douglas prevails on all or only some of Douglas’s claims, rights or positions. Douglas shall never under any circumstances be liable for any of any other person’s or party’s attorney’s fees, costs, or expenses.
LIMITATION OF LIABILITY: If there is any dispute concerning the purchase of any goods, it is agreed that Douglas shall have no liability other than to pay for goods that conform to Douglas’s purchase order and at the price set forth in such purchase order, or as otherwise expressly provided in these Terms & Conditions. Payments will be on terms as set forth in Douglass purchase order. Should there be a finding of late payment on the part of Douglas, then interest will be owed at the maximum rate of 6% per annum simple interest.
SHIPPING SCHEDULE: The shipping schedule will be as specified on Douglas’s purchase order. If no shipping schedule is specified on the purchase order, then shipments will only be made and only be accepted based upon written releases issued by Douglas. Douglas shall never have any liability for shipments not expressly authorized in writing by Douglas. Douglas will never be liable for any incidental or consequential damages or lost profits.
RETURNS: Douglas may, at its option, return any nonconforming goods or may accept them with an appropriate credit for the nonconformities. Returns will be for Seller’s account and without any restocking or other return charges. Returns will be paid by full cash refund to Douglas rather than credit for future orders.
SHIPPING TERMS: Unless otherwise specified on the purchase order, all shipments will be shipped F.O.B. Pell City, Alabama, freight prepaid by the Seller. If Douglas agrees in writing to pay the shipping costs Seller shall be responsible for shipping costs to the extent that they exceed the costs of the mode of shipment specified by Douglas on the order or, if no mode of shipment is specified, any such costs in excess of normal shipping costs including any additional costs necessitated by reasons of delay by Seller in making deliveries hereunder. All items shall be packed in suitable containers for protection in shipment and storage. Seller shall be responsible for all packaging and costs unless otherwise agreed to in writing by Douglas. Seller shall mark all packages clearly with the correct order number and items contained in each package. Packing slips and bills of lading shall be provided with each shipment.
INFORMATION AND INVENTIONS: All information, specifications and drawings furnished to Seller in connection with this order shall be used only in the manufacture of items or the performance of services for Douglas and shall not be disclosed by Seller. In the absence of agreement to the contrary, all information, specifications and drawings furnished to Douglas in connection with this order shall be considered nonproprietary and may be used or disclosed to third parties by Douglas.
CANCELLATION: It is agreed that Douglas has the right at any time and for any reason and without liability, except as specified below, to cancel all or part of any open purchase order. In such case, Douglas’s only liability to Seller will be to purchase goods that are in the process of manufacture, are unique to Douglas and not fungible, and which goods were properly scheduled for delivery within the next thirty (30) days following the notice of cancellation. Douglas shall have no other liability on account of any cancellations.
GOVERNING LAW: All transactions and dealings with Douglas shall be governed by the substantive laws of the State of Alabama without regard to conflicts or choice of law provisions.
