TERMS AND CONDITIONS
(INCORPORATED IN OFFER SHOWN ON PRIOR PAGE(S))
TERMS AND CONDITIONS ACCEPTANCE. This order and its terms and conditions shall bind Supplier when it executes and returns the Acknowledgment Copy or when it delivers to Evenflo any of the items ordered herein or renders for Evenflo any of the services ordered herein. No contract shall exist except as provided in this Purchase Order.
1. PRICE. The price of goods and services is the price stated herein. This order must not, without written authorization from Evenflo, be filled at higher prices than specified herein, or if the order is unpriced, at prices higher than those last charged or quoted to Evenflo for goods or services described herein. No increase in price is effective, whether due to increased material, labor, transportation, or other costs, without prior written approval by Evenflo. The prices shown include all charges by Supplier for packing, reusable containers, and transportation to the point of delivery, as well as all applicable federal, state and local taxes except taxes which Supplier is required by law to collect from Evenflo separately on its invoices and shall not invoice any tax for which Evenflo has furnished a valid exemption certificate. Supplier agrees that any price reduction made in goods or services described in this order prior to the delivery of such goods or services to Evenflo will be applicable to this order. Supplier certifies that the prices charged for the goods or services covered by this order are at least as low as the prices charged by Supplier to purchasers of the same goods under similar conditions and that the prices comply with all applicable laws and regulations. In the event Supplier subsequently offers another party a lower price, Supplier will refund the difference to Evenflo. If Supplier fails to honor its pricing obligations hereunder, Evenflo, at its option, may terminate this Purchase Order without liability.
2. QUALITY. All goods delivered to, and all work done for Evenflo hereunder, shall be exactly as specified by Evenflo and shall be subject to inspection and approval or rejection by Evenflo in whole or in part. No goods shall be deemed accepted for any reason including payment. Proofs of printed material are to be submitted for Evenflo's inspection and written approval before printing. Any goods or printed materials not conforming to specifications and not accepted by Evenflo may be returned to Supplier at Supplier's risk and expense or may be held at Supplier's risk and expense for disposition by Evenflo after notice to Supplier. If Evenflo rejects any portion of the goods, it may, at its sole option and effective upon written notice to Supplier: (a) terminate the Order in its entirety, without liability to Seller; (b) accept the goods at a reasonably reduced price; or (c) require repair or replacement of the rejected goods.
If Evenflo requires repair or replacement of the goods, Supplier shall, at its risk and expense, immediately repair or replace the rejected goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the rejected goods and the delivery of repaired or replaced goods. If Supplier fails to timely deliver repaired or replaced goods, Evenflo may replace them with goods from a third party, charge Supplier the cost thereof, and terminate the Order for cause.
Supplier agrees that its plant, books and records so far as they relate to the performance of this order or a related order or costs incurred under this or a related order, shall at all reasonable times be subject to review, inspection and audit by any authorized representative of Evenflo; and in the event this order is placed under a government contract, any authorized representative of the government shall have the same rights of entry, audit and inspection as provided herein.
3. DELIVERY DATE. Time is of the essence. If delivery of the goods is not completed at the time(s) stated in this order, Evenflo reserves the right without any liability and in addition to all other rights and remedies (including right to terminate) to arrange for completion of performance by the purchase of substitute goods elsewhere and charge Supplier with all loss and damage incurred. Shipments sent C.O.D. without Evenflo's prior written consent will not be accepted and will be at Supplier's risk.
4. PAYMENT. Supplier shall issue an invoice to Evenflo on or any time after the completion of delivery and only in accordance with these terms. Evenflo shall pay all properly invoiced and undisputed amounts due to Supplier within ninety (90) days after receiving the invoice. In the event of a payment dispute, Evenflo shall deliver a written statement to Supplier listing all disputed items and providing a reasonably detailed description of each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. Supplier shall continue performing its obligations under the Order notwithstanding any such dispute. All goods ordered may be subject to (a) inspection during the period of manufacture; (b) inspection prior to shipment; and (c) final inspection and acceptance at destination, notwithstanding any prior payment or inspection and acceptance. Prior to making payments for any work or services, Evenflo may demand appropriate mechanics' lien affidavits or lien waivers satisfactory to its counsel.
5. SETOFF. Without prejudice to any other right or remedy it may have, Evenflo reserves the right to set off at any time any amount owing to it by Supplier against any amount payable by Buyer to Seller.
6. ROUTING. The goods shall be shipped FOB. Supplier is responsible for all costs to expedite shipping to meet Evenflo’s delivery date because of Supplier’s or its vendor’s delays.
7. CANCELLATION. Evenflo reserves the right to cancel this order or any portion thereof for any reason and without any liability prior to Evenflo's receipt of the goods or services specified herein. Evenflo further reserves the right to cancel this order or any portion thereof if delivery is not made when and as specified. Supplier agrees to pay Evenflo for any loss or damage sustained by Evenflo resulting from Supplier's failure to make delivery at the date specified.
8. HAZARDOUS MATERIALS. Supplier shall notify Evenflo of all "hazardous materials" (as the term is defined in applicable federal, state, and local statutes and regulations) which are contained in the products. Supplier shall provide Evenflo with copies of all applicable Material Safety Data Sheets for products no later than its acceptance of this order.
9. PACKAGING AND PACKING SLIPS. Packaging of all goods must be in accordance with applicable law, industry standards, customs duties and labeling requirements, US Customs and Border Protection requirements, Evenflo’s Global Supplier Manual, and Evenflo’s instructions. All goods shipped under this order are to be packaged in a manner which will provide efficient handling and will preclude damage to the goods during shipping and/or storage. Damage to any goods as a result of improper packaging will be Supplier's responsibility. No additional charges shall be permitted for boxing, packing, returnable containers or transportation thereof unless stated on the face of this order. Packing slips must accompany all shipments. Evenflo's count will be accepted as final and conclusive on all shipments not accompanied by packing slips. Description and count must appear on all invoices, packages and bills of lading.
10. INTELLECTUAL PROPERTY. Supplier shall specifically identify in a writing delivered to Evenflo prior to any shipment, all components, processes, tooling or equipment used in the production of the Goods that are subject to any patent of Supplier or third party. Supplier shall obtain from third parties for the benefit of Supplier, Evenflo and Evenflo’s subcontractors and customers, any rights necessary to make, use and sell the goods.
Supplier represents and warrants that neither the goods, nor the normally anticipated uses of the goods, nor any special uses of Evenflo known by Supplier to be contemplated by Evenflo of the goods shall infringe or misappropriate any present or future patent, copyright, trade secret, industrial design right, or other proprietary right of any kind in any jurisdiction worldwide.
All findings, reports, documents, information, test results, data, designs, specifications, inventions, materials, developments, concepts, ideas and the like (all of the foregoing, the “Work Product”) prepared, made, discovered or developed the Supplier (whether alone or with others, whether or not during normal business hours or on or off Evenflo’s premises), in connection with any services rendered as part of the order, or the activities of Evenflo, or that make use of Evenflo’s confidential information or any of the equipment or facilities of Evenflo shall be the sole and exclusive property of Evenflo. Supplier agrees to disclose promptly and fully in writing all Work Product to Evenflo and to provide Evenflo with copies of all materials developed by Supplier in connection with any services. To the extent any of the Work Product is copyrightable, it will be deemed a “work made for hire” or alternatively a “specially commissioned work” under U.S. copyright law and will, upon creation, be the exclusive property of Evenflo. To the extent any Work Product is not considered a “work made for hire” or “specially commissioned work” under U.S. copyright law, Supplier agrees to assign and hereby does assign to Evenflo, Supplier’s full right, title, and interest in and to all Work Product or any associated intellectual property rights. Upon Evenflo’s request, Supplier will execute any and all documents that may be necessary for Evenflo to secure protection of any intellectual property rights (whether or not patentable and including any trade secrets) in connection with the Work Product (the “Intellectual Property Rights”). All Work Product and Intellectual Property Rights are and will remain the sole property of Evenflo and will not be used by Supplier for anyone other than Evenflo. Supplier further agrees that it will not, and is affirmatively prohibited from, filing, prosecuting, asserting, and/or seeking a grant, in any jurisdiction, for any patent and/or any other intellectual property right in connection with any Intellectual Property Rights. Any Work Product hereunder is considered as Confidential Information under this Agreement.
Upon expiration or termination of this order, or earlier as requested by Evenflo, Supplier will immediately return to Evenflo all Intellectual Property and Work Product and will have no right to use, license, or exploit any Intellectual Property or Work Product for any purpose.
11. SERVICES. When this order requires any work or services to be performed: (a) Supplier shall provide such work or services in a professional and timely manner, consistent with prevailing industry standards and Evenflo’s instructions; (b) Supplier shall perform such work or services strictly as an independent contractor and not as an employee; and, (c) Supplier shall have sole liability for all payroll taxes and contributions payable under all applicable international, state, provincial, municipal, or local unemployment insurance or compensation laws and any amendments thereto, with respect to the employment of persons in connection with the prosecution and completion of the work to be performed hereunder. Supplier shall indemnify Evenflo against the payment of such payroll taxes and contributions and any loss or expense that may result from Supplier’s failure to comply with such laws and amendments.
All work and services hereunder shall be performed in such a manner as to guarantee the safety of the persons and property.
12. CONFIDENTIALITY. Except as otherwise agreed to the contrary, all information disclosed by Evenflo to Supplier shall be Evenflo's property and shall be held in confidence by Supplier. Supplier shall take all reasonable precautions to (a) disclose such information only to those of its employees who have a need to know to fulfill Supplier's obligations hereunder and who have agreed to keep such information confidential; and (b) prevent any such information from being divulged to third parties not employed by Supplier. Supplier shall not use such information in the design, manufacture or production of any other goods of for the manufacture or production of larger quantities than specified without the express, written consent of Evenflo. This obligation of confidentiality shall survive termination of this order and shall continue indefinitely.
13. TOOLING. Unless otherwise agreed to in writing, all special tools, dies, molds, patterns, jigs, fixtures and other materials furnished to Supplier by Evenflo or specifically paid for or to be paid for by Evenflo, shall (when supplied and/or completed) remain and/or become Evenflo's property and be used exclusively for the production of goods for Evenflo only and shall not be used or reworked except to produce goods for Evenflo as covered by Evenflo's orders. As to all such tools and/or materials, Supplier shall at all times and at its own cost: (a) maintain them in good working order; (b) fully insure them against fire or other casualty loss under extended coverage insurance; and (c) keep them free from all liens, encumbrances and security interests. Upon expiration or termination of this order for any reason, Supplier shall, at Evenflo’s option, ship tooling to a location specified by Evenflo, or destroy and scrap the tooling using a reputable scrap vendor (which must be subject to confidentiality undertakings at least as protective as those under this order) and provide Evenflo with certificates of destruction.
14. WARRANTIES. Supplier warrants and represents to Evenflo that all Goods shall be: (i) merchantable; (ii) free from failure in the final product as sold to the end user; (iii) free from all defects, including for example, design, workmanship and materials; (iv) fit for the particular purposes for which they are purchased; including the specified form, fit, function and performance as a component and in the component system, as a part of the final product subsystem, in the location within the final products to be sold by Evenflo and in the environment in which the Goods are or reasonably may be expected to perform; (v) in strict compliance with the specifications, samples, drawings, designs, Supplier’s advertisements, statements on containers and labels, statements of work and requirements of Evenflo and other requirements (including performance specifications) approved or adopted by Evenflo as of the date of delivery or such other date provided by Evenflo in writing; (vi) in strict compliance with all government requirements laws and regulations, including without limitation, the Occupational Safety and Health Act of 1970, the Interstate Commerce Act, the American National Standards I Institute, American Society for Testing and Materials, the National Fire Protection Association, the Federal Food, Drug and Cosmetic Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Federal Hazardous Substances Labeling Act, the Transportation Safety Act of 1974, the Toxic Substances Control Act, the State Pure Food Acts, the Federal Trade Commission Act, the Federal Trade Commission Trade Practice Rules, the Fair Packaging and Labeling Act, the Poison Prevention Packaging Act, the Flammable Fabrics Act, the Consumer Product Safety Act of 1972, the Wool Products Labeling Act; (vii) free of conflict minerals (as defined in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) sourced from the Democratic Republic of Congo (DRC) or adjoining countries unless those materials have been determined to be conflict-free in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and related U.S. Department of State best practices; (viii) in conformity with all sales and other information provided by Supplier orally or in writing; and, (ix) free of liens and encumbrances. Any attempt by Supplier to limit, disclaim, or restrict any such warranties or any remedies of Evenflo, by acknowledgement or otherwise, in accepting or performing an Order, shall be null, void, and ineffective without Evenflo’s prior written consent. Approvals by Evenflo of Supplier’s design drawings, specifications, samples, designs and other Data, are to assist Supplier without charge to Supplier, but they do not replace, modify or cause Supplier to share, Evenflo’s responsibility and do not waive or limit any warranty of Supplier.
As to each of the Goods, each of Supplier’s warranties shall be a warranty of performance and begin on the date of delivery to Evenflo and continue until the last to occur of the following: (A) the expiration of all warranties made by Evenflo to any consumer or customer concerning Evenflo’s product incorporating the Goods; (B) the expiration of the longest time period which Evenflo may be required, by contract or law, to repair or replace the Goods or Evenflo’s product incorporating the Goods; or (C) the period provided by applicable law for the Goods as sold to a consumer.
15. COMPLIANCE. Supplier represents and warrants that:
a. All goods supplied under this agreement are produced in compliance with universally recognized standards prohibiting forced labor, child labor, and any other form of exploitative labor practices, including without limitation the Fair Labor Standards Act of 1938.
b. Supplier shall abide by the requirements of applicable international, state, provincial, municipal, and local laws and regulations related to discrimination against qualified individuals, including without limitation, those that prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin, including without limitation, the Civil Rights Act of 1964, 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a) EO 13496 and the posting requirements of 29 CFR Part 471, Appendix A to subpart A (the requirements of which are hereby incorporated by reference if applicable). Moreover covered prime contractors shall, in accordance with applicable law, take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity or national origin, protected veteran status or disability. Nothing in this paragraph is to be construed as creating a contract for the benefit of any third party.
c. At all times during its performance of its obligations hereunder, Supplier will use commercially reasonable efforts to maintain the security of the supply chain by compliance with applicable laws, regulations, and programs such as the U.S. Customs Trade Partnership Against Terrorism (C-TPAT) and will comply with any such requirements as may be imposed by law in the future.
d. Supplier (i) shall and does comply with all applicable anticorruption and antibribery laws, regulations, and conventions, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and any similar laws of the jurisdictions where the Seller operates or conducts business; and, (ii) Neither Supplier nor any of its employees, agents, subcontractors, or representatives has offered, paid, promised to pay, or authorized the payment of, nor will it offer, pay, promise to pay, or authorize the payment of, any bribe, kickback, or other improper benefit to any public official, private individual, or entity for the purpose of improperly obtaining or retaining business, influencing a decision, or securing an unfair advantage
e. All goods supplied under this agreement comply with our Global Supplier Manual (GSM), which is available upon request.
f. Its employees, agents, subcontractors, and representatives comply with all material provisions of these Terms.
g. Supplier has in place and will maintain appropriate due diligence processes to ensure compliance with these Terms including policies, procedures, and internal controls reasonably designed to prevent and detect violations of these Terms by Supplier, its employees, agents, subcontractors, and representatives. Supplier further agrees to provide, upon Buyer’s request, reasonable documentation and certifications verifying compliance. Any violation of this section will constitute a material breach of this agreement.
16. INDEMNIFICATION
a. Supplier at its expense shall defend (at Evenflo’s request), indemnify and hold harmless Evenflo and its successors, assigns, and Customers and their respective employees, agents, contractors or representatives (collectively “Indemnified Parties”) with respect to any claim, demand, action, suit, application, cause of action, assessment or reassessment, charge, judgment, debt, liability, expense, cost, damage, including for damages to property and personal injury (including death), or loss, contingent or otherwise, including loss of value, reasonable professional fees, including the actual reasonable fees of legal counsel and other professionals’ fees, and all costs incurred in investigating or pursuing any of the foregoing, or in any proceeding relating to any of the foregoing (collectively a “Claim”) that may be brought against an Indemnified Party directly or indirectly alleging or related to: (a) the condition, labeling, engineering, use, sale, storage, design, manufacture, safety, and other matters relating to the Goods whether or not incorporated in another product, if the damages claimed were not caused solely by Evenflo or a third party; (b) any act or omission of Supplier, its agents, employees or subcontractors arising under or related to an order; (c) any failure of Goods supplied by Supplier to conform to Supplier’s warranties, including all expenses and costs of any Recall arising from such non- conformance, and/or any flaw or negligence in the design or manufacture of the Goods; (d) any breach of contract by Supplier; and (e) any lien by subcontractor of Supplier or any lower tier subcontractor.
b. Supplier, at its expense, shall defend, indemnify and hold harmless Evenflo and its successors, assigns, customers and users with respect to every claim brought against Evenflo or others that use the goods delivered pursuant to this order (“Goods”), for any actual or alleged infringement or misappropriation of any present or future patent, copyright, trade secret, industrial design right, or other proprietary right of any kind in any jurisdiction worldwide based on the manufacture, sale or use of the Goods: (i) alone; (ii) in combination by reason of their content, design or structure; or (iii) in combination in accordance with Supplier’s recommendations. Supplier shall assist Evenflo in Evenflo’s investigation, defense or handling of any such claim. Supplier shall pay all expenses and damages or settlement amounts that Evenflo and others selling Evenflo’s products or using the Goods of an order may sustain by reason of each such indemnified claim. If the use or sale of the Goods is enjoined, Supplier shall, at its own expense and at Evenflo’s option, either: (x) procure the right to continue using the Goods; (y) replace the Goods with a non-infringing equivalent; or (z) remove the Goods and refund all related costs. Supplier’s obligations shall apply even though Evenflo furnishes all or any portion of the design and specifies all or any portion of the processing used by Supplier and, unless Supplier provides a non-infringing equivalent acceptable to Evenflo and its Customer, even if Evenflo has notice of a claim of infringement and continues to use Supplier’s Goods.
c. Supplier shall not enter into any settlement without Evenflo’s or, as applicable, another Indemnified Party’s prior written consent.
d. To mitigate its damages, Evenflo may elect to fully defend any claim by any third party that any Goods supplied by Supplier are defective, in breach of warranty, or otherwise did not meet applicable legal or contractual requirements because such claimant may attempt to hold Evenflo responsible for problems caused in whole or in part by Supplier. Supplier and Evenflo’s Defense of Third Party Claims. Evenflo agree that this defense is in the interest of both Supplier and Evenflo. Supplier waives the right to argue that Evenflo took any such position in any way limits Evenflo’s right to assert a claim against Supplier by Evenflo for breach of warranty, contribution, indemnification or other claim that may arise from or be related to the subject matter of any of the foregoing.
17. RECALLS. If any of the Goods fail to conform to the warranty of Supplier hereunder or to comply with any safety standards or are found to contain a safety related defect and Evenflo, the National Highway Traffic Safety Administration or other appropriate government agency or non-governmental organization orders or requests that a Recall Campaign or remedial action in lieu of a Recall Campaign be undertaken, Supplier shall bear the cost and expense of any Recall Campaign or such remedial action and shall, without charge, provide replacement Goods as needed. Supplier shall reimburse Evenflo for all costs, damages and expenses (including reasonable attorney fees) incurred by Evenflo or its related entities arising out of a Recall Campaign or remedial action in which any Goods supplied by Supplier are alleged to be defective or present a risk to safety. Supplier shall fully cooperate with Evenflo in responding to inquiries by any federal and state agency related to the Goods. Evenflo shall have the right to perform a full investigation including but not limited to inspection and testing of the products involved, reports, analysis, and tests performed by or in the possession of Supplier. The term “Recall Campaign” or remedial action in lieu thereof, shall mean any such systematic effort to locate Goods, suspected, believed to be or known to be defective and incorporated in products, and to replace, repair, modify or correct such Goods regardless of whether such Recall Campaign is initiated by Evenflo, any governmental or regulatory body or any other entity.
18. SPECIFIC PERFORMANCE. Supplier acknowledges and agrees that money damages would not be a sufficient remedy for any actual, anticipatory or threatened breach of any Order by Supplier with respect to its delivery of Goods to Evenflo and that, in addition to all other rights and remedies which Evenflo may have, Evenflo shall be entitled to specific performance and interlocutory and permanent injunctive or other equitable relief as a remedy for any such breach, without proof of actual damages, without establishing a “balance of convenience,” and without bond or other security being required.
19. REMEDIES CUMULATIVE. All warranties and remedies provided by these terms are cumulative and in addition to those provided by law and shall survive testing and inspection of the Goods. Approval by Evenflo of Supplier’s drawings, data, designs, engineering instructions, models, specifications or other technical information, written, oral or otherwise, does not waive or limit any warranty.
20. INSURANCE. Without limiting any of Supplier’s obligations under this Agreement, Supplier agrees to procure and maintain at Supplier’s sole cost and expense product liability insurance, recall insurance, and contractual liability insurance covering its indemnity obligations under this Agreement with insurance carriers, limits of liability, and policy terms that are acceptable to Evenflo. In particular, during the term of this order and for at least three (3) years after its expiration, Supplier agrees to keep in full force and effect liability insurance, including contractual liability, products/completed operations liability, and advertising injury liability coverage, with a minimum combined single limit of $5,000,000 per occurrence; worker’s compensation insurance in statutory amounts or any alternative plan or coverage as permitted or required by applicable law; employer’s liability with a limit of not less than $2,000,000 per occurrence, and in any event, sufficient to satisfy all applicable laws; errors and omissions liability insurance covering the liability for financial loss due to error, omission of Supplier, including network security liability and breach of privacy in an amount of at least $2,000,000; automotive liability insurance covering use of all owned, non-owned, and hired automobiles with a minimum combined single limit of $2,000,000 per occurrence for bodily injury and property damage liability. Evenflo will be named as an additional insured under any such insurance coverage and Supplier will provide evidence of such insurance by means of a certificate of insurance which will be delivered to Evenflo within thirty (30) days of Evenflo’s request. Supplier will maintain such insurance on an on-going annual basis without any lapse in coverage and will provide a certificate of insurance to Evenflo upon the commencement of any renewal term. Supplier shall provide Evenflo with 60 days' advance written notice in the event of a cancellation or material change in Supplier’s insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Buyer's insurers, Buyer, and any other Indemnitees.
21. EXISTING CONTRACT. If this order is placed under an existing contract between Supplier and Evenflo any terms of this order which are inconsistent with such contract shall not be applicable.
22. TERMINATION. Evenflo may terminate this order, in whole or in part, at any time with or without cause for undelivered goods on fifteen days’ prior notice to Supplier. Evenflo may immediately terminate this order, in whole or in part, at any time if (a) Supplier, without the prior written consent of Evenflo, assigns or transfers all or part of its rights and obligations under this order to another person (either voluntarily or as an operation of law); or (b) Evenflo has reasonable grounds for insecurity about Supplier's ability to continue to perform this order satisfactorily, including Supplier's ability to maintain acceptable quality standards and delivery schedules or a satisfactory financial condition.
23. MODIFICATION AND NONASSIGNMENT. This order contains the complete agreement between Evenflo and Supplier, and no agreement or other understanding purporting to modify the terms and conditions hereof shall be binding upon Evenflo unless otherwise agreed to by Evenflo in writing on or subsequent to the date of this order. Supplier shall not delegate to any other person the performance of any work or supplying of any services under this order. If Supplier assigns monies due and to become due under this order, Evenflo shall be entitled to assert against the assignee thereof all rights, claims, and defenses of any type (including, without limitation, right of setoff, recoupment, and counterclaim), which Evenflo could assert against Supplier, whether acquired before or after such assignments.
24. FORCE MAJEURE. Neither party to this order shall be liable to the other for damages resulting from any delay arising out of causes beyond its reasonable control and without its fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, labor disputes, fire, or shortage of power (the “Force Majeure Events”). The party delayed by such Force Majeure Events shall give notice within one day of the Force Majeure Event to the other party, stating the period the occurrence is expected to continue. The delayed party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The delayed party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
25. GOVERNING LAW. This order shall be governed and construed under the laws of the State of Ohio without regard to its choice of law provisions.
26. JURISDICTION. The place of jurisdiction for all disputes arising either under or in connection with this order shall be in the State of Ohio, and Supplier irrevocably consents to the jurisdiction of the State and Federal courts of Ohio. Evenflo is also entitled to file suit at the principal place of business of Supplier if Evenflo so chooses.
NOTICE: FURNISH GOODS AND SERVICES AS SPECIFIED IF YOU AGREE TO THE TERMS AND CONDITIONS STATED ON BOTH SIDES OF THIS ORDER. IF NOT, THIS ORDER IS REVOKED. YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS STATED ON THIS ORDER. ANY DIFFERENT OR ADDITIONAL TERMS IN SUPPLIER'S ACCEPTANCE OF THIS ORDER ARE HEREBY OBJECTED TO.