THIS ORDER IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS
Time of delivery is of essence of this order. Buyer reserves the right to refuse any goods and to cancel all or part of any of this order if Seller fails to deliver all or any parts of the goods in accordance with the terms of this order. Acceptance of any part of the order shall not bind buyer to accept future shipments, nor deprive it of the right to return goods already accepted. Delivery shall not be deemed complete until goods have been actually received and accepted by buyer, notwithstanding any agreement to pay freight, express or other transportation charges, and the risk of loss or damage in transit shall be upon the Seller. The goods covered by this order may be used in the manufacture of paper products and any defect therein may occasion special damage to the Buyer. Acceptance of all or any part of the goods shall not be deemed to be a waiver of Buyer’s rights either to cancel or return all or part thereof because of failure to conform to order or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing costs and loss of profits or other special damages occasioned by the Buyer. Such rights shall be in addition to any other remedies provided by law. Seller agrees to indemnify Buyer and to hold it harmless from and against all liability, loss, damage and expense, including Buyer’s expenses of defense, resulting from any actual or claimed trademark, patent or copyright infringements, or litigation based upon thereon, with respect to any part of the goods covered by this order, and such obligation shall survive acceptance of goods and payment therefore by the Buyer. In addition to the warranties provided by law, Seller expressly warrants that the goods covered by this order are merchantable quality and that they are free from defect of material or workmanship and conform strictly to any specifications, drawings or sample specified or furnished. Acceptance of this order shall constitute an agreement upon Seller’s part to indemnify and hold the Buyer harmless from al liability, loss, damage and expense, including Buyer’s expense of defense, incurred or sustained by Buyer by reason of the failure of goods to conform to such warranties, due to Contractor’s sole negligence or willful misconduct. Seller represents that the goods covered by this order have been manufactured in accordance, with the requirements of the Fair Labor Standards Act and all other applicable federal, state and municipal laws and regulations. All goods, wrappers and containers must bear markings and labels required by federal, state and municipal laws and regulations. If price is not indicated on this order, Seller’s price shall not be higher than last quoted or charged to Buyer. All taxes imposed by law upon or on account of the ordered goods (except those specifically imposed by law on the Buyer) and all shipping charges shall be borne by the Seller unless stated hereon. Acceptance of this order must be without qualification. Buyer shall not be bound by any terms and conditions not appearing herein and shipment of goods ordered shall constitute a waiver by Seller of all terms and conditions contained in its acceptance forms or other communications which are inconsistent with the terms and conditions set forth on this order, unless specifically agreed to in writing by the Buyer. This contract shall be construed and governed by and according to the laws of the State of New York. Seller and Purchaser irrevocably and unconditionally consent to the exclusive jurisdiction and venue of the state courts located in Glens Falls, New York or the federal courts located in Albany, New York, with respect to any legal action or proceeding pursuant to any order or this contract and hereby waive any objection that such forum is inconvenient. Seller may not assign this agreement and/or any of its rights and/or obligations hereunder without the prior written consent of buyer, which may be withheld in buyer’s sole discretion, and any such attempted assignment will be void. To the extent applicable the Seller hereby agrees to comply with the equal employment opportunity requirements and provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, and of Executive Order 11246, as amended.