ADDITIONAL TERMS AND CONDITIONS
PHOENIX AMERICA INC. (“SELLER”)
Offer, Acceptance and Contract Formation. This quotation, including all of the terms and conditions set forth herein, constitutes the Seller’s offer to the customer. Acceptance of the offer is expressly limited to the terms set forth herein. No different or additional terms, including varying terms proposed or implied by the customer’s submission of a purchaser order, are binding on the Seller unless those terms are expressly set forth in a written document prepared and signed by the Seller. The Seller’s offer and the customer’s acceptance as hereinabove provided constitute the entire contract of the parties.
Tooling. Unless the Seller’s quotation expressly provides otherwise, all tooling, designs and drawings prepared by the Sellers are the exclusive property of the Seller.
Warranties and Customer Remedies. Unless a longer warranty period is expressly stated on the Seller’s quotation, the Seller warrants that the products will be free from defects in material and workmanship under normal and proper usage for a period of one (1) year from the date of shipment.
THE FOREGOING EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE PRODUCTS ARE FREE OF ANY CLAIM OF THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE.
Within the warranty period, the Seller will repair or replace any product which is found to be defective and which is returned to the Seller, shipping prepaid, within 30 days after the defect is discovered. This is the customer’s exclusive remedy and the Seller will not be responsible for any incidental or consequential damages.
Governing Law and Jurisdiction. The contract between the Seller and the customer for the products shall be governed by and construed in accordance with the laws of the State of Indiana. The Seller and the customer agree that any suit, action or legal proceeding arising out of the contract may be brought in any court sitting in Allen County, Indiana, consent to the jurisdiction of any such court in any such suit, action or proceeding, and waive any objection which either may have to the laying of venue in any such court. If either the Seller or the customer brings an action to enforce its rights under the contract, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, incurred in connection with such action, including any appeal of such action.