THESE GENERAL TERMS AND CONDITIONS TO ORDER CONFIRMATION AND INVOICE (“TERMS AND CONDITIONS”) REPRESENT SPECIFIC AGREEMENTS AND UNDERSTANDINGS BETWEEN USMT, LLC (“USMT”) AND PURCHASER, WHICH WILL APPLY TO PRODUCTS PURCHASED BY PURCHASER FROM USMT FROM TIME TO TIME (“PRODUCTS”), UNLESS OTHERWISE EXPRESSLY AGREED TO IN WRITING BY USMT WITH RESPECT TO A PARTICULAR SALE. PURCHASES HEREUNDER MAY BE MADE ON PURCHASER’S STANDARD PURCHASE ORDER FORM (“PURCHASE ORDER”) BUT ANY TERMS AND CONDITIONS SET FORTH ON ANY PURCHASE ORDER THAT ARE IN ADDITION TO OR ARE INCONSISTENT WITH THESE TERMS AND CONDITIONS SHALL BE DEEMED STRICKEN FROM THE PURCHASE ORDER AND SHALL BE OF NO FORCE OR EFFECT. THESE TERMS AND CONDITIONS SHALL APPLY TO ANY PURCHASE ORDER WHETHER OR NOT THESE TERMS AND CONDITIONS ARE EXPRESSLY REFERENCED THEREIN. THESE TERMS AND CONDITIONS AND ANY USMT CONFIRMATION OR QUOTE SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN PURCHASER AND USMT WITH RESPECT TO THE PRODUCTS.
USMT grants Purchaser a maximum of ten (10) days after delivery of any Product to inspect such Product at Purchaser’s sole cost and expense. If Purchaser does not give USMT a written notice within such period of its rejection of such Product for defect (and the specific reasons therefor), Purchaser will be deemed to have accepted the Product. USMT shall be under no obligation to accept the return of any Products delivered to Purchaser after ten (10) days from the date received by Purchaser. If it is established to USMT’s satisfaction that the Product was not in compliance at the time of delivery with the acceptance of the order, USMT will negotiate a price reduction with Purchaser. If such a price reduction cannot be agreed upon, the Product shall be made available to USMT at the point of delivery at Purchaser’s expense. Defective Product(s) may not be returned until inspected by USMT and upon specific instructions given by USMT. Nothing in this paragraph shall affect Purchaser’s obligation to make payment within thirty (30) days of invoice date.
Purchaser shall defend, indemnify and hold harmless USMT from all costs, expenses, judgments and attorney’s fees arising from any claim brought by a third party alleging that USMT’s manufacture, assembly, production, use or sale of any Product (but not including any manufacturing, assembly, or production methods or techniques), the Specifications, use of any Software, or use of any Product-specific tooling supplied by Purchaser set forth in these Terms and Conditions infringes any third party intellectual property rights including, without limitation, patent rights, copyrights, trademarks, or trade secrets.
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