Most®Enterprise Inc , Most Swag Inc and or Subsidiaries , the “SELLER” terms and conditions as follows. SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILTY, FITNESS FOR ANY PURPOSE OR USE, ALLEGEDLY ARISING FROM USAGE OF ANY TRADE OR FROM ANY COURSE OF DEALING, OR OTHERWISE. NO ORAL OR WRITTEN STATEMENT OR REPRESENTATION – INCLUDING WITHOUT LIMITATION ANY TECHNICAL SUPPORT – BY SELLER, ITS AGENTS, OR ITS EMPLOYEES SHALL CREATE OR EXPAND A WARRANTY OBLIGATION BEYOND THE WARRANTY EXPRESSLY PROVIDED IN SECTION 2 OF THIS DOCUMENT, AND BUYER DISCLAIMS RELIANCE, AND IS NOT RELYING, ON ANY SUCH ORAL OR WRITTEN STATEMENT OR REPRESENTATION NOT EXPRESSLY PROVIDED IN THE ORDER IN EVALUATING WHETHER TO SUBMIT THE ORDER.SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILTY, FITNESS FOR ANY PURPOSE OR USE, ALLEGEDLY ARISING FROM USAGE OF ANY TRADE OR FROM ANY COURSE OF DEALING, OR OTHERWISE. NO ORAL OR WRITTEN STATEMENT OR REPRESENTATION – INCLUDING WITHOUT LIMITATION ANY TECHNICAL SUPPORT – BY SELLER, ITS AGENTS, OR ITS EMPLOYEES SHALL CREATE OR EXPAND A WARRANTY OBLIGATION BEYOND THE WARRANTY EXPRESSLY PROVIDED IN SECTION 2 OF THIS DOCUMENT, AND BUYER DISCLAIMS RELIANCE, AND IS NOT RELYING, ON ANY SUCH ORAL OR WRITTEN STATEMENT OR REPRESENTATION NOT EXPRESSLY PROVIDED IN THE ORDER IN EVALUATING WHETHER TO SUBMIT THE ORDER.
Seller makes no representation that Buyer’s use or resale of the product, whether alone or in combination with another material or substance, will not infringe any third party patent or intellectual property rights. Buyer assumes all risk of infringement by accepting the product.
Title and risk of loss or damage to product shall pass to Buyer as the product passes into the transportation equipment at Seller’s shipping point. However, for product sold by Seller for export overseas to a non-U.S. location, title and risk of loss of product shall transfer from Seller to Buyer at the first point upon which the delivering marine vessel crossed the outer boundary of the United States Exclusive Economic Zone. For product sold by Seller to Buyer that is transported by land to Mexico or Canada, title and risk of loss of the product shall transfer from Seller to Buyer at the frontier in the relevant border city between the U.S. and the adjoining jurisdiction (not unloaded) but prior to the customs border of the applicable foreign jurisdiction.
Buyer shall comply with all applicable laws and regulations governing the product, use of the product, or resale of the product or goods made with the product, including but not limited to laws and regulations governing the export of product, trade restrictions, embargos, and the United States Foreign Corrupt Practices Act.
The products sold hereunder may be or become hazardous, whether singly or in combination with other goods or products. Buyer will take all steps necessary to familiarize, inform and warn its employees, agents, customers, and contractors who may handle or come into contact with the products of all the hazards pertaining to, and proper procedures for safe use of, the product and of the containers or equipment in which the product may be handled, shipped, or stored. Buyer also undertakes to label as appropriate any materials which it makes or resells that includes the product sold BUYER WILL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM AND AGAINST ANY CLAIM, LIABILITY OR EXPENSE (INCLUDING LEGAL FEES) INCLUDING, BUT NOT LIMITED TO, INJURY OR DEATH ARISING DIRECTLY OR INDIRECTLY FROM BUYER’S FAILURE TO SO FAMILIARIZE, INFORM, AND WARN. THESE UNDERTAKINGS APPLY IN FULL MEASURE WHETHER SELLER IS ALLEGED OR FOUND TO BE CONCURRENTLY, PARTIALLY OR JOINTLY NEGLIGENT OR AT FAULT OR LIABILITY WITHOUT FAULT IS SOUGHT TO BE IMPOSED ON SELLER.
Seller’s waiver, whether express or implied, of any breach of these terms and conditions shall not be deemed to be a continuing waiver of any subsequent or continuing breach, whether of like or different nature, nor shall such waiver limit or waive, by reason of any course of performance, dealing, usage of trade or otherwise, Seller’s rights to enforce and compel strict compliance with every term and condition herein.
The terms of this contract (i) may not be modified, terminated, or waived except as expressly provided herein or agreed to in writing by the party to be charged; (ii) may not be assigned by Buyer; and (iii) shall be governed by and construed in accordance with the laws of the State of Illinois without giving effect to choice of law principles. All claims, including tort claims, arising directly or indirectly out of these terms and conditions or any incorporating Order will be filed exclusively in the state or federal courts located in DuPage County, Illinois. The Parties expressly waive all objections to this venue and assent to personal jurisdiction therein. JURY WAIVER. THE PARTIES KNOWINGLY AND IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS OR ANY ORDER INCORPORATING THEM.
