Standard Terms and Conditions of Sale
PRODUCTS AND SERVICES SOLD ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND AT THE MOTION INDUSTRIES WEBSITE, WWW.MOTIONINDUSTRIES.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 MOTION
INDUSTRIES WEBSITE, THE TERMS AND CONDITIONS OF SALE SET FORTH AT THE MOTION INDUSTRIES WEBSITE SHALL PREVAIL. NO PERSON HAS THE AUTHORITY TO ALTER THESE TERMS OTHER THAN A
CORPORATE OFFICER OF MOTION INDUSTRIES, INC., AND ANY SUCH ALTERATION MUST BE IN WRITING. BUYER'S ACCEPTANCE OF PRODUCTS CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS
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 Motion Industries. Notwithstanding the foregoing, in the event that sales tax is determined to be due upon any purchase, Buyer
will pay the amount of such tax to Motion Industries for payment to the appropriate taxing authorities.
Any Buyer purchase order is subject to approval and acceptance by an authorized representative of Motion Industries at the Servicing Branch or its general office in Birmingham,
Alabama, and subject to the terms set forth herein. Motion Industries expressly limits its acceptance to these terms. Additional or different terms in Buyer's purchase order
shall not be binding on Motion Industries, 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 Motion 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.
MOTION INDUSTRIES 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 DESCRIPTION AND SPECIFICATIONS ACCEPTED BY MOTION INDUSTRIES WITH RESPECT TO THE PRODUCTS AND/OR SERVICES, IF ANY; 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.
MOTION INDUSTRIES 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. MOTION INDUSTRIES' LIABILITY HEREUNDER, FOR BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, IS EXPRESSLY LIMITED AT
THE OPTION OF MOTION INDUSTRIES: (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.
MOTION INDUSTRIES 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 MOTION INDUSTRIES. MOTION INDUSTRIES AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE ITS MANUFACTURERS TO FURNISH PRODUCTS THAT WILL BE
FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WILL BE FREE FROM PATENT INFRINGEMENT, AND WILL BE MERCHANTABLE. SHOULD THE PRODUCT FAIL TO MEET ANY MANUFACTURER'S WARRANTY, THEN
UPON NOTIFICATION THEREOF AND SUBSTANTIATION THAT THE PRODUCT HAS BEEN STORED, INSTALLED, MAINTAINED AND OPERATED IN ACCORDANCE WITH MANUFACTURER'S RECOMMENDATIONS AND STANDARD
INDUSTRY PRACTICE, MOTION INDUSTRIES SHALL ASSIST BUYER IN OBTAINING SUITABLE REPAIR OR REPLACEMENT, OR OTHER REMEDY, AS PROVIDED IN THE APPLICABLE MANUFACTURER'S WARRANTY.
Delivery dates are approximate and are based upon prompt receipt of all necessary information from Buyer. Unless otherwise agreed in writing by Motion Industries, 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.
Delivery in Installments
Motion Industries 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 Buyer of the obligations to accept and pay for remaining deliveries.
Unless otherwise agreed in writing by an authorized officer of Motion Industries, terms of payment are 1% discount for payment by the 25th of the month for invoices dated from the
1st through the 15th of the same month, and payment by the 10th of the next month for invoices dated from the 16th to the end of the month. Otherwise, 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 Motion Industries, Motion Industries 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, Motion Industries 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 (1½%) per month will be assessed on the unpaid balance. Buyer agrees to pay all collection costs and expenses, including reasonable
attorneys fees, incurred by Motion Industries in collecting or attempting to collect such account.
Motion Industries is a subsidiary of Genuine Parts Company. In the event Buyer owes any past due indebtedness to Motion Industries, or any other operating unit (including all
divisions or subsidiaries) of Genuine Parts Company, then any amounts that such operating unit owes to Buyer may be offset against such indebtedness and the Genuine Parts Company
unit shall be obligated to pay to Buyer only the net amount after application of such setoff.
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 Motion Industries' warehouse, and all outgoing shipping
and handling charges on all shipments from Motion Industries 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. Motion Industries reserves the right to designate origin and intermediate carriers. If a specific delivering carrier is required, Buyer must
designate such carrier in writing to Motion Industries prior to shipment.
Prices do not include any present or future sales, use, excise, or similar taxes. All such taxes shall be for Buyer's account.
Motion Industries shall not be liable for any failure or delay in manufacture, shipment or delivery of Products resulting from any cause beyond Motion Industries' 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. Motion Industries shall not be liable for failure or delay in performance due to prior sale of Products. In the
event of such 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.
No order may be canceled or changed in whole or in part without the prior written consent of Motion Industries. Shipment of Products cannot be extended beyond the original
shipping date specified without Motion Industries' written consent.
Compliance with Laws
Motion Industries 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 Motion Industries. Motion Industries 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 Buyer, shall be solely the responsibility of the Buyer.
Copy of Buyer's License
Buyer agrees to furnish to Motion Industries 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.
Buyer may not assign this Agreement without prior written consent of Motion Industries.
Specifications and instructions are in accordance with directions of Buyer and full responsibility for their correctness is assumed by Buyer.
Claims for errors, shortages or defective goods must be made within ten (10) days after receipt of material.
Waiver of any breach of this Agreement shall not be construed as a waiver of any other breach.
Return Goods Policy
No Products will be accepted for return without a Motion Industries approved Return Goods Authorization ("RGA"). All returns are subject to a restocking charge. Special ordered
or modified Products are not returnable.
Motion Industries 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 Motion
Industries. Any miscellaneous credits remaining unapplied for one (1) year, may, at the discretion of Motion Industries, be turned over to the appropriate state agency responsible
for unclaimed property.
In the event that the sale involves the fabrication of any Products by Motion Industries, including without limitation hose or fluid power products, the specifications for such
fabrication shall be the sole responsibility of the Buyer.
Nuclear or Other Hazardous Activities
Unless specifically acknowledged and agreed in writing by a duly authorized officer of Motion Industries, 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 Motion
Industries harmless from any liability that results from Buyer's use that is inconsistent with this paragraph.
Environmental and Safety
Material Safety Data Sheets (MSDS). Motion Industries provides MSDS that are prepared by its manufacturers. MSDS are not prepared by Motion Industries. Current MSDS will be
provided to Buyer in connection with a purchase of a Product when required by law or regulation.
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. Motion Industries does not guarantee that any Product is in compliance 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 Buyer. Buyer assumes sole
responsibility for compliance with all applicable state and/or federal law and regulation concerning such affected Products. Motion Industries will cooperate with Buyer with
respect to the handling, shipping or other disposition of affected Products.
Shipping. In addition to the Delivery Terms and the Freight and Handling paragraphs above, the 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. Motion Industries 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.
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
Motion and Buyer specifically agree that purchases and sales between them may be conducted electronically in accordance with the Alabama Uniform Electronic Transactions Act.
Unless Buyer and Motion Industries have specifically executed a supply agreement for the purchase and sale of Products, there are no terms, conditions, understandings or agreements
between Buyer and Motion Industries 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 MOTION INDUSTRIES' 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.
Venue; Governing Law
THE 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 MOTION
INDUSTRIES SERVICING BRANCH FROM WHICH THE PRODUCT OR SERVICE WAS TO BE PROVIDED. THE PARTIES FURTHER AGREE THAT THE LAW OF ALABAMA 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
TERMS AND CONDITIONS/ACCEPTANCE
These terms and conditions control Motion Industries, Inc.'s (hereinafter "Motion") 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 Motion. By accepting any Order from Motion, 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 of Motion's
divisions and subsidiaries.
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 through the completion of each Order.
Supplier shall issue invoices only after delivery of the goods and/or completion of the services ordered by Motion in the Order. Invoices shall include the Order number, part
numbers, the Motion 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 Motion no later than one hundred eighty (180) days after shipment of goods or performance of the services set forth in the Order. Motion will not be
obligated to make payment against any invoices submitted after such period. Motion may reject any invoice for noncompliance with any of the provisions of this paragraph. Motion
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
Motion's check is mailed or Motion's EDI funds transfer is initiated. If for any reason Motion had made payment for goods or services that were subsequently rejected, such payment
shall be refunded by Supplier within ten (10) days after Motion's request therefore or, at Motion's option, said payment shall be deducted from any other or subsequent payments due
or to become due to Supplier.
Motion shall have the right at any time to set off from any invoice any amount owed by Supplier to Motion.
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 MOTION 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 MOTION 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 Motion, 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.
Motion's remedies provided herein are cumulative and in addition to any other or further remedies provided by law or in equity. Any waiver by Motion 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 Motion of any subsequent breach by Supplier. Any delay or
omission in exercising any right, power or remedy pursuant to a breach or default by Motion shall not impair any right, power or remedy that Motion may have with respect to that or
any other future breach or default.
Motion 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 Motion's control. Supplier shall immediately notify
Motion in writing if its performance hereunder is delayed due to any such event and Motion may either (a) extend the time of performance, or (b) terminate the uncompleted portion
of the Order at no cost to Motion.
Supplier shall indemnify, defend, and hold Motion 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.
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.
Supplier shall not assign, delegate or subcontract this Order or any obligations hereunder without Motion's prior written consent. Any such attempted assignment or delegation
without Motion's prior written consent shall be void and have no force or effect and, at Motion's option, shall be cause for Motion's termination of any or all Orders.
Supplier, at its cost, shall inspect all goods prior to shipment to Motion and all services prior to completion. If requested by Motion, Supplier shall immediately provide Motion
with a copy of the inspection results or other related records. Motion reserves the right to conduct its own inspection and testing wherever such goods or services are located.
If Motion 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 Motion shall be at the Motion 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, Motion 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 Motion 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.
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 Motion location specified on the Order. Supplier agrees to utilize Motion'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 Motion's specified destination and passed Motion's inspection and test.
Motion 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 Motion 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), Motion may, in addition to Motion'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
DEBIT MEMO POLICY/BILLING DISPUTES
Supplier acknowledges Motion'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 firstname.lastname@example.org.
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 Motion 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 Motion to Motion'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
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.
Motion 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 Motion; 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, Motion 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 Motion 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 Motion shall have no liability to Supplier or any third parties for consequential, indirect, special or exemplary damages based upon said Order termination, even
if Motion is advised of the possibility of the same).
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 and shall be
governed by the laws of the State of Alabama, 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.