STANDARD TERMS AND CONDITIONS OF SALE
PRODUCTS AND SERVICES SOLD ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH HEREIN AND AT THE STOVIL WEBSITE, WWW.STOVIL.COM, NOTWITHSTANDING
ANY CONTRADICTORY TERMS OF THE BUYER’S PURCHASE ORDER. IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS AND CONDITIONS OF SALE SET FORTH HEREIN AND THOSE
SET FORTH AT THE STOVIL WEBSITE, THE TERMS AND CONDITIONS OF SALE SET FORTH AT
THE STOVIL WEBSITE SHALL PREVAIL. NO PERSON HAS THE AUTHORITY TO ALTER THESE
TERMS OTHER THAN A CORPORATE OFFICER OF STOVIL, AND ANY SUCH ALTERATION MUST
BE IN WRITING. BUYER’S ACCEPTANCE OF PRODUCTS CONSTITUTES THE ACCEPTANCE OF
THESE TERMS AND CONDITIONS OF SALE.
1. Pricing
All prices are F.O.B. shipping point unless otherwise specified. Product dimensions and/or quantities are subject to change. Quoted prices are subject to addition for federal, state, or local taxes, and subject to change if Products are not shipped within 10 days. Otherwise, prices in effect at time of shipment will prevail. It is the obligation of Buyer to provide evidence of sales tax exemption to STOVIL. Notwithstanding the foregoing, in the event sales tax is determined to be due upon any purchase, Buyer will pay the amount of such tax to STOVIL for payment to the appropriate taxing
authorities.
2. Acceptance
Any Buyer purchase order is subject to approval and acceptance by an authorized representative of STOVIL at the Servicing Branch or its general office in Kennesaw, Georgia, and subject to the terms set forth herein. STOVIL expressly limits its acceptance to these terms. Additional or different terms in Buyer’s purchase order shall not be binding on STOVIL and are hereby expressly rejected. Buyer agrees to inspect the Products within seventy-two (72) hours after receipt of the Products, and Buyer agrees to promptly notify STOVIL of any readily apparent defects or nonconformities. Buyer waives any right to object to such defects or nonconformities later than seventy-two (72) hours after receipt of the Products.
3. Warranties
STOVIL WARRANTS THAT FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF THE INVOICE OR THE DELIVERY OF THE PRODUCTS OR SERVICES, WHICHEVER IS SOONER, THE PRODUCTS AND/OR SERVICES COVERED HEREBY CONFORM TO THE WRITTEN SPECIFICATIONS ON THE FACE OF THE PURCHASE ORDER, IF ANY, AND ACCEPTED BY STOVIL; PROVIDED, HOWEVER, PRODUCT DIMENSIONS AND/OR QUANTITIES ARE SUBJECT TO CHANGE. ALL OTHER WARRANTIES ARE EXCLUDED, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
STOVIL SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING OR RESULTING FROM THE BREACH OF ANY OF THE TERMS HEREOF OR FROM THE SALE, HANDLING OR USE OF THE PRODUCTS SOLD OR SERVICES RENDERED. STOVILS’ LIABILITY HEREUNDER FOR BREACH OF WARRANTY, NEGLIGENCE, TORT, OR OTHERWISE, IS EXPRESSLY LIMITED AT THE OPTION OF STOVIL: (A) TO THE REPLACEMENT AT THE AGREED POINT OF DELIVERY OF ANY PRODUCTS FOUND TO BE DEFECTIVE OR NOT TO CONFORM TO THE SPECIFICATIONS SET FORTH HEREIN, (B) TO THE REPAIR OF SUCH PRODUCTS, OR (C) TO THE REFUND OR CREDITING TO BUYER OF THE PRICE OF SUCH PRODUCTS.
STOVIL IS A DISTRIBUTOR, AND NOT A MANUFACTURER OF PRODUCTS. ACCORDINGLY, ANY WARRANTY OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS THAT OF THE MANUFACTURER ONLY AND NOT THAT OF STOVIL. STOVIL AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE ITS MANUFACTURERS TO FURNISH PRODUCTS THAT WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP AND WILL BE FREE FROM PATENT INFRINGEMENT. SHOULD THE PRODUCT FAIL TO MEET ANY MANUFACTURER’S WARRANTY, THEN UPON NOTIFICATION THEREOF BY BUYER TO STOVIL AND SUBSTANTIATION FROM BUYER THAT THE PRODUCT HAS BEEN STORED, INSTALLED, MAINTAINED AND OPERATED IN ACCORDANCE WITH MANUFACTURER’S RECOMMENDATIONS AND STANDARD INDUSTRY PRACTICE, STOVIL SHALL ASSIST BUYER IN OBTAINING SUITABLE REPAIR OR REPLACEMENT, OR OTHER REMEDY, AS PROVIDED IN THE APPLICABLE MANUFACTURER’S WARRANTY.
4. Delivery Terms
Delivery dates are approximate and are based upon prompt receipt of all necessary information from Buyer. Unless otherwise agreed in writing by STOVIL, delivery will be made, and title will pass to Buyer F.O.B. point of shipment. Expense and risk of loss of transporting the goods shall pass to Buyer at point of shipment.
5. Delivery in Installments
STOVIL reserves the right to make delivery in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve the Buyer of the obligation to accept and pay for remaining deliveries.
6. Payment
Unless otherwise agreed in writing by an authorized officer of STOVIL, terms of payment are net payment is due within thirty (30) days of invoice date. U.S. Postal Service post mark shall be determinative. Discounts are not available for payment by credit card or for cash purchases.
Should the financial responsibility of Buyer at any time become unsatisfactory to STOVIL, STOVIL shall have the right to require payment for any shipment hereunder in advance or, in the alternative, the provision of satisfactory security. If Buyer fails to make payment in accordance with the terms of this Agreement or fails to comply with any provision hereof, STOVIL may at its option, in addition to any other remedies, cancel any unshipped portion of an order and other pending orders. Buyer shall remain liable for all unpaid accounts. In the event Buyer fails to make payment in accordance with the terms of this Agreement, the account shall be deemed to be delinquent and a late charge of one and one-half percent (1.5%) per month will be assessed on the unpaid balance. Buyer agrees to pay all collection costs and expenses, including reasonable attorney’s fees, incurred by STOVIL in collecting or attempting to collect such account.
7. Freight and Handling
Unless otherwise provided in writing, freight charges on all shipments, and spotting, switching, demurrage, or drayage at destination are to be paid by Buyer. All incoming shipping and handling charges on all material on which the supplier of said material does not pre-pay or allow freight into STOVILs’ warehouse, and all outgoing shipping and handling charges on all shipments from STOVIL to Buyer shall be borne by Buyer. Any difference in the amount of freight from that shown on the invoice as being included, is for Buyer’s account. STOVIL reserves the right to designate origin and intermediate carriers. If a specific delivering carrier is required, Buyer must designate such carrier in writing to STOVIL prior to shipment.
8. Taxes
Prices do not include any present or future sales, use, excise, or similar taxes. All such taxes shall be for the Buyer’s account.
9. Delay
STOVIL shall not be liable for any failure or delay in manufacture, shipment or delivery of Products resulting from any cause beyond STOVILs’ control, including, but not limited to, provisions of law or governmental regulations, accident, explosion, fire, windstorm, flood or other casualty, strike, lockout, or other labor difficulty, riot, war, terrorist acts, insurrection, shortage of or inability to secure labor, raw materials, production or transportation facilities. Shipping dates are approximate and are based on conditions at the time of quotation. STOVIL shall not be liable for failure or delay in performance due to prior sale of Products. In the event of such a delay, there will be no termination and the date of delivery shall be extended for a period equal to the time lost by reason of the delay.
10. Cancellation
No order may be canceled or changed in whole or in part without the prior written consent of STOVIL. Shipment of Products cannot be extended beyond the original shipping date specified without STOVIL’s written consent.
11. Compliance with Laws
STOVIL warrants that it has complied and will continue during the performance of this order to comply, with the provisions of all applicable federal, state, and local laws and regulations from which liability may accrue to Buyer as a result of any violation thereof by STOVIL. STOVIL warrants compliance with the Fair Labor Standards Act and the Equal Employment Opportunity Act, as amended, in its performance. Compliance with any federal, state, or local procurement regulations, laws, or contract provisions in any form of government contracting by the Buyer, shall be solely the responsibility of the Buyer.
12. Copy of Buyer’s License
Buyer agrees to furnish to STOVIL a copy of any state license that would cause purchases by Buyer to be free of sales tax. Further, Buyer shall continually furnish copies of such licenses from year to year, as the same are renewed.
13. Assignment
Buyer may not assign this Agreement without prior written consent of STOVIL.
14. Specifications
Specifications and instructions are in accordance with the directions of the Buyer and full responsibility for their correctness is assumed by Buyer.
15. Claims
Claims for errors, shortages or defective goods must be made within ten (10) days after receipt of material.
16. Waiver
Waiver of any breach of this Agreement shall not be construed as a waiver of any other breach.
17. Miscellaneous Credits
STOVIL may apply any miscellaneous credits to the account of the Buyer, including the off set of any unpaid invoices, late charges or others amounts due to STOVIL. Any miscellaneous credits remaining unapplied for one (1) year, may, at the discretion of STOVIL, be turned over to the appropriate state agency responsible for unclaimed property.
18. Fabrication
If the sale involves the fabrication of any Products by STOVIL, including without limitation hose or fluid power products, the specifications for such fabrication shall be the sole responsibility of the Buyer.
19. Nuclear or Other Hazardous Activities
Unless specifically acknowledged and agreed in writing by a duly authorized officer of STOVIL, Products sold hereunder may not be used in connection with any nuclear facility or any other hazardous activity, including without limitation, military, aerospace, missile, or other critical application. Buyer agrees to indemnify and hold STOVIL harmless from any liability that results from Buyer’s use that is inconsistent with this paragraph.
20. Environmental and Safety
a. Material Safety Data Sheets (MSDS).
STOVIL provides MSDS that are prepared by its manufacturers. MSDS are not prepared by STOVIL. Current MSDS will be provided to Buyer in connection with a purchase of a Product when required by law or regulation.
b. Dangerous Goods/Hazardous Materials.
Certain types of Products may contain Volatile Organic Compounds, Ozone Depleting Substances, Mercury, or other chemicals subject to restrictions by state and/or federal law and regulation. STOVIL does not guarantee that any Product complies with such restrictive state and/or federal law and regulation and assumes no responsibility for how Products containing such restricted substances shall be used, installed, or resold by the Buyer. Buyer assumes sole responsibility for compliance with all applicable state and/or federal law and regulation concerning such affected Products. STOVIL will cooperate with Buyer with respect to the handling, shipping, or other disposition of affected Products.
c. Shipping.
In addition to the Delivery Terms and the Freight and Handling paragraphs above, Buyer acknowledges that hazardous materials require special handling, labeling, and packaging. Carrier surcharges may also apply. Buyer agrees to pay for all shipping, handling labeling and packaging charges associated with the shipping of hazardous materials. STOVIL is not responsible for, nor is it to be considered the “offeror” for, any further shipment or transshipment made by or on behalf of Buyer by any mode of transportation. Buyer assumes full responsibility for compliance with all state and/or federal rules and regulations governing the Product’s further transportation by ground, air, or water in domestic and/or international commerce.
21. Products Sold for Buyer’s Export
Buyer assumes responsibility and liability for compliance with all U.S. and international laws, treaties and customs rules and regulations applicable to the export of Products by Buyer.
22. Electronic Commerce
STOVIL and Buyer specifically agree that purchases and sales between them may be conducted electronically in accordance with the Uniform Electronic Transaction Act (UETA).
23. Modification
Unless Buyer and STOVIL have specifically executed a supply agreement for the purchase and sale of Products, there are no terms, conditions, understandings, or agreements between Buyer and STOVIL other than those stated herein, and all prior proposals and negotiations are merged herein. NO TERMS AND CONDITIONS IN ANY WAY ALTERING OR MODIFYING THE PROVISIONS HEREOF SHALL BE BINDING UPON EITHER PARTY UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY. NO MODIFICATION OR ALTERATION OF THE PROVISIONS HEREOF SHALL RESULT FROM STOVILS’ SHIPMENT OF MATERIAL FOLLOWING RECEIPT OF BUYER’S PURCHASE ORDER, SHIPPING ORDER, OR OTHER FORMS CONTAINING PROVISIONS, TERMS AND CONDITIONS IN ADDITION TO OR IN CONFLICT OR INCONSISTENT WITH THE PROVISIONS HEREOF.
24. Venue; Governing Law
BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT JURISDICTION AND VENUE FOR ANY ACTIONS BROUGHT BY EITHER PARTY SHALL BE EXCLUSIVELY IN THE COUNTY AND STATE OF THE STOVIL SERVICING BRANCH FROM WHICH THE PRODUCT OR SERVICE WAS TO BE PROVIDED. THE PARTIES FURTHER AGREE THAT THE LAW OF GEORGIA SHALL APPLY. The provisions of the United Nations Convention on Contracts for the International Sales of Goods shall not apply.
STANDARD TERMS AND CONDITIONS FOR PURCHASES
1. Terms and conditions/acceptance
These terms and conditions control STOVILs’ purchases of goods and services from any supplier, distributor, manufacturer, or retailer (hereinafter “Supplier”). In the event of any conflict between the terms and provisions or any purchase order (hereinafter “Order”), invoice, or any other contracts, exhibits, representations, or agreements (whether written or oral), the terms set forth herein shall control. These terms and conditions may not be waived or modified except as specifically set forth in writing by STOVIL. By accepting any Order from STOVIL, Supplier acknowledges these terms and conditions and agrees that they are incorporated by reference into any Order, and Supplier agrees to comply with all the terms and conditions set forth herein. Supplier also acknowledges that these terms and conditions shall apply to all STOVIL’s divisions and subsidiaries.
2. Pricing
Supplier shall furnish the goods or services in strict accordance with the price and delivery schedule stated in the Order. TIME IS OF THE ESSENCE with respect to all of Supplier’s performance hereunder. Unless otherwise stated, prices on invoices include all charges for inspection and packaging. Prices shall remain fixed from the time of the acceptance of the Order to the completion of each Order.
3. Payment
Supplier shall issue invoices only after delivery of the goods and/or completion of the services ordered by STOVIL in the Order. Invoices shall include the Order number, part numbers, the STOVIL facility in question, description of the goods or services, quantities, unit price, applicable taxes, and extended totals. Supplier shall clearly indicate on all invoices any line-item charges for applicable federal, state, and municipal sales taxes or any other taxes appropriate for the transaction at issue.
Supplier agrees to invoice STOVIL no later than one hundred eighty (180) days after shipment of goods or performance of the services set forth in the Order. STOVIL will not be obligated to make payment against any invoices submitted after such a period. STOVIL may reject any invoice for noncompliance with any of the provisions of this paragraph. STOVIL shall issue payment within ninety (90) days after its receipt of a correct and conforming invoice (which includes all supporting documentation). Payment is deemed made when STOVIL’s check is mailed, or STOVIL’s EDI funds transfer is initiated. If for any reason STOVIL had made payment for goods or services that were subsequently rejected, such payment shall be refunded by Supplier within ten (10) days after STOVIL’s request therefore or, at STOVIL’s option, said payment shall be deducted from any other or subsequent payments due or to become due to Supplier.
4. Set-off; Recoupment
STOVIL shall have the right at any time to set off from any invoice any amount owed by Supplier to STOVIL.
5. Warranty
IN ADDITION TO ANY WARRANTY IMPLIED BY LAW, SUPPLIER WARRANTS FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF ACCEPTANCE OF THE GOODS BY STOVIL THAT: (A) ALL GOODS OR SERVICES PROVIDED HEREUNDER ARE NEW, OF THE GRADE AND QUALITY SPECIFIED, FREE FROM DEFECTS IN DESIGN, MATERIAL AND WORKMANSHIP AND ARE OF A QUALITY OF WORKMANSHIP; (B) SUPPLIER HAS GOOD AND MARKETABLE TITLE TO THE GOODS AND SERVICES AND HAS CONVEYED SUCH TITLE TO STOVIL FREE FROM ANY ENCUMBRANCES, LIENS, SECURITY INTERESTS OR OTHER DEFECTS IN TITLE; (C) THE GOODS OR SERVICES PURCHASED HEREUNDER CONFORM TO APPLICABLE SPECIFICATIONS, DRAWINGS, SAMPLES AND OTHER DESCRIPTIONS, IF ANY, REFERENCED HEREIN; AND (D) THE GOODS OR SERVICES PURCHASED HEREUNDER ARE MERCHANTABLE AND SUITABLE FOR THE PURPOSES INTENDED. All warranties set forth herein shall survive any inspection, delivery, acceptance, payment, expiration or early termination of an Order, and such warranties shall run to STOVIL, its successors, assigns, customers, and any end users of the goods. Any goods repaired or replaced, and services re-performed shall be warranted for the remaining period of the one (1) year term, or six (6) months, whichever is longer.
In the event of a breach of any warranty set forth above for goods or services provided under any Order, Supplier agrees to repair or replace at its own expense all said goods or services. Payment for and inspection, tests, acceptance, or use of the goods furnished hereunder shall not affect Supplier’s warranty obligations, and such warranties shall survive inspection, tests, acceptance and use.
6. Remedies/Non-Waiver
STOVIL’s remedies provided herein are cumulative and in addition to any other or further remedies provided by law or in equity. Any waiver by STOVIL of supplier’s breach of an order or any term or condition set forth herein must be in writing and shall not operate or be construed as a waiver by STOVIL of any subsequent breach by supplier. Any delay or omission in exercising any right, power, or remedy pursuant to a breach or default by STOVIL shall not impair any right, power, or remedy that STOVIL may have with respect to that or any other future breach or default.
7. Force Majeure
STOVIL shall not be responsible for any delay in its acceptance of the goods or services or for any loss or damage which is incurred or suffered by Supplier in relation to any Order as a result of a strike, lockout or other industrial disturbance, act of public enemies, any government action, any civil or military action, insurrection, riot, landslide, hurricane, drought, fire, earthquake, explosion, flood, storm, act of God, or any other cause or event not reasonably within STOVIL’s control. Supplier shall
immediately notify STOVIL in writing if its performance hereunder is delayed due to any such event and STOVIL may either (a) extend the time of performance, or (b) terminate the uncompleted portion of the Order at no cost to STOVIL.
8. Indemnity
Supplier shall indemnify, defend, and hold STOVIL and its parent company, divisions, subsidiaries, affiliated entities and employees harmless from and against all liability, loss, costs, attorney’s fees and expenses, and damages (collectively, “Losses”), resulting from or arising out of (i) any claim that the goods or services are defective, negligently designed or manufactured in any manner, or otherwise determined to be the cause of injury or death to persons, or damage to property, or both; (ii) any claim that the goods or services or the manufacture, sale or labeling of the goods or services fails to comply with any governmental requirement, or the labeling on any goods, or on or within the packaging for any goods (including any instructions or warnings thereon), is inadequate in any manner; (iii) any claim that the goods should have been recalled pursuant to any governmental requirement; (iv) Supplier’s negligence or willful misconduct in supplying the goods or services; (v) any claim that the goods or services violate or infringe on any patent, trademark, copyright or other intellectual property right; or (vi) any claim, action, suit or proceeding by any person, firm, governmental agency or corporation resulting from or arising out of (i) through (v) above.
9. Relationship Between Parties
The relationship between the parties hereto is that of independent contractors. Nothing in an Order shall be construed as creating any partnership, joint venture, or agency between the parties.
10. Assignments
Supplier shall not assign, delegate, or subcontract this Order or any obligations hereunder without STOVIL’s prior written consent. Any such attempted assignment or delegation without STOVIL’s prior written consent shall be void and have no force or effect and, at STOVIL’s option, shall be cause for STOVIL’s termination of any or all Orders.
11. Inspection; Acceptance
Supplier, at its cost, shall inspect all goods prior to shipment to STOVIL and all services prior to completion. If requested by STOVIL, Supplier shall immediately provide STOVIL with a copy of the inspection results or other related records. STOVIL reserves the right to conduct its own inspection and testing wherever such goods or services are located. If STOVIL conducts such inspection or testing on Supplier’s premises, Supplier shall provide, without additional charge, all reasonable facilities and assistance for such inspection and tests. Final inspection and acceptance by STOVIL shall be at the STOVIL location designated in this Order unless otherwise specified in this Order.
In the event that the goods do not conform with the Order or the terms and conditions set forth herein, STOVIL may, at its election (in addition to any other remedies set forth in these terms and conditions or available under common law, statute, or otherwise): (a) reject and refuse delivery or return the nonconforming goods at Supplier’s expense to Supplier for full credit; or (b) unless directed otherwise by Supplier, undertake reasonable commercial efforts to sell such non-conforming goods and pay Supplier the price obtained from the sale of such goods, less any expenses or damages incurred by STOVIL in selling same and any damages resulting from the nonconformance; or (c) (in the event of services) require Supplier, at Supplier’s sole expense, to re-perform or repair the services to make the services conforming.
12. Delivery/Title/Risk of Loss
Unless otherwise noted on the Purchase Order or stipulated in a Purchasing contract, Goods shall be shipped by Supplier F.O.B. Destination, Freight Prepaid, and services shall be performed at the STOVIL location specified on the Order. Supplier agrees to utilize STOVIL’s preferred freight carriers whenever possible. Regardless of FOB terms of sale, title and risk of loss shall pass and acceptance of goods shall take place when such goods have been delivered to STOVIL’s specified destination and passed STOVIL’s inspection and test. STOVIL reserves the right to specify a different delivery location after the Order has been placed. Supplier shall enclose a packing list for all shipments showing the Order number, Supplier’s name, and the exact quantity and description of goods shipped. Supplier shall not charge STOVIL for boxing, crating, handling damages, carting, storage, or other packaging or hauling requirements. All packaging must meet commercial standards and accepted industry practices to ensure against damage to and for full protection of the goods.
If delivery or performance is not made within the time stated in the Order (or, if no time is stated, within a reasonable time), STOVIL may, in addition to STOVIL’s other rights and remedies, purchase the goods elsewhere or retain substitute performance of the services, charge Supplier for any resulting expense, loss or damage and/or cancel the applicable Order.
13. Debit Memo Policy/Billing Disputes
Supplier acknowledges STOVIL’s right to issue a debit memo to remedy any disputes related to pricing, quantities delivered, freight charges or any other discrepancy. Supplier has 90 days from receipt to respond to the debit memo. Any dispute or disallowance should be emailed to ap@stovil.com. If the debit has not been disputed within the 90 days, Supplier must honor the debit, and Supplier agrees that it will waive any right to dispute said debit memo, regardless as to the validity of the claims.
Supplier agrees to attempt to reconcile all charges, invoices, costs, expenses, or other amounts due from STOVIL in writing within 180 days of the date of the initial invoice or 180 days after the transaction or occurrence at issue, whichever is earlier. Supplier agrees that if it does not bring said charges, invoices, costs, expenses, or other amounts due from STOVIL to STOVIL’s attention in writing within said time frame, Supplier agrees that it thereby waives any rights associated with said claims, regardless as to the validity of the claims.
14. Compliance with Laws
Supplier shall comply with all national, state, and local statutes, laws, ordinances, and regulations governing the manufacture, transportation, import, export and the sale of goods and services anticipated in any Order.
15. Termination
STOVIL may terminate any Order without penalty by giving notice to Supplier, effective immediately upon such notice, on the happening of any one or more of the following events: (a) breaches any term or condition set forth herein or set forth on any Order; (b) any applicable statutes, laws, ordinances and regulations prevent full compliance with any Order by Supplier or STOVIL; or (c) commencement of any voluntary or involuntary proceedings under any bankruptcy, reorganization or similar laws of any jurisdiction by or against Supplier, or if any order shall be made or any resolution passed for the winding up, liquidation or dissolution of Supplier, or if a receiver is appointed for Supplier or its property. Additionally, STOVIL shall have the right at any time without cause to terminate all or any part of an undelivered portion of any Order, effective upon written notice to Supplier, provided that STOVIL shall be responsible for Supplier’s actual and direct out-of-pocket costs reasonably incurred in reliance on the Order until the date of such termination (but STOVIL shall have no liability to Supplier or any third parties for consequential, indirect, special or exemplary damages based upon said Order termination, even if STOVIL is advised of the possibility of the same).
16. Choice of Law/Miscellaneous
The Order and these terms and conditions constitute the entire agreement of the parties with respect to the matters hereto. The Order and these terms and conditions shall be governed by the laws of the State of Georgia, without regard to conflict of law principles. Each party agrees to perform all further acts and execute, acknowledge, and deliver any documents reasonably necessary, appropriate, or desirable, to carry out the provisions of the Order and these terms and conditions. Every covenant, term, and provision of the Order and these terms and conditions shall be construed simply according to its fair meaning and not strictly for or against any party. If any one or more of the provisions of the Order or these terms and conditions shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby.