Standard Conditions of Sale

STANDARD CONDITIONS OF SALE

1. Unless otherwise indicated on the face of the invoice, title, liability for and risk of loss to product sold hereunder passes to Buyer upon shipment from premises of the Cooley Group hereunder (“Cooley”).
2. Cooley makes no warranty of any kind, express or implied, except the goods sold hereunder shall be free of defects and shall meet its published specifications at the time of delivery. THERE IS NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.
3. In the event materials sold and delivered do not meet published specification at the time of delivery, Buyer’s remedies are limited to replacement of the goods or refund of the purchase price, at the option of Cooley. Failure of the Buyer to give notice of a claim within thirty (30) days of delivery shall constitute a waiver by the Buyer of all claims with respect to such goods. No claims shall be allowed after the goods have been resold. THIS IS THE BUYER’S EXCLUSIVE REMEDY FOR ANY FAILURE OF THE PRODUCT TO MEET PUBLISHED SPECIFICATION OR OTHER DEFECT, REGARDLESS OF WHETHER THOSE SPECIFICATIONS ARE THAT OF COOLEY OR THAT OF ANOTHER PARTY. SINCE THE MATERIAL SOLD HEREUNDER MAY BE USED UNDER VARYING CONDITIONS UNDER WHICH COOLEY HAS NO CONTROL. COOLEY HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXCEPT AS SET FORTH HEREIN ABOVE, AND THERE IS NO IMPLIED WARRANTY AS TO THE FITNESS OF THE MATERIAL SOLD HEREUNDER, EXCEPT AS PROVIDED HEREIN ABOVE. IN NO EVENT SHALL COOLEY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES UNDER ANY THEORY OF LAW OR STATUTE. COOLEY SHALL UNDER NO CIRCUMSTANCES OR UNDER ANY THEORY OF LAW, BE LIABLE FOR DAMAGES WHICH ARISE AS A RESULT OF CLAIMS OR PERSONAL INJURY OR DEATH. DAMAGE TO PROPERTY, LOSS OF PROFITS, PUNITIVE EXEMPLARY SPECIAL DAMAGES OF ANY TYPE.    SELLER’S TOTAL LIABILITY HEREUNDER SHALL BE LIMITED TO, AND SHALL NOT EXCEED, THE TOTAL VALUE OF THE PRODUCTS AS INVOICED BY THE SELLER.
4. If this agreement covers products that must necessarily be manufactured especially for Buyer and is suspended or terminated for any reason, Buyer will take delivery of and make payment for such products as have been completed and such as are in process on the date notice of suspension or termination is received by Cooley: provided, that if Buyer for any reason cannot accept delivery of such products, it will make payment therefore as though delivery had been made and Cooley will store such products for Buyer’s account and at Buyer’s expense.
5. At Buyer’s request, Cooley may furnish such technical assistance and information as it has available with respect to the use of the products covered by the agreement. Unless otherwise agreed in writing, all such technical assistance and information will be provided gratis, and Buyer assumes sole responsibility for results obtained in reliance thereon.
6. The Buyer shall reimburse Cooley for all taxes, (excluding income taxes) excises or other charges which Cooley may be required to pay to any Government (National, State or Local) upon the sale, production or transportation of the products sold hereunder.
7. In the event Buyer fails to fulfill the payment terms of Cooley, or in case Cooley shall have any doubt at any time as the Buyer’s financial responsibility, Cooley may decline to make further deliveries except upon receipt of cash or satisfactory security.
8. As of the effective date of these Standard Conditions of Sale, each party undertakes to have or to implement and maintain an anticorruption compliance program, adapted to its own situation and able to detect corruption and promote a culture of integrity in its organization. Each party acknowledges having a “zero tolerance” policy regarding anticorruption and undertakes to comply with applicable laws and regulations regarding the fight against corruption. Buyer agrees to and acknowledges the corresponding compliance documents formulated by Cooley, including but not limited to the Michelin Code of Ethics and the Michelin Anticorruption Code of Practices available online at: https://www.michelin.com/en/group/purpose-values. Each party undertakes to refrain from (i) offering, promising or giving, and from (ii) attempting or conspiring to offer, promise or give, any undue pecuniary or other advantage, whether directly or through intermediaries, to a public or private official or representative for that official or representative or for a third party, in order that the official or representative act or refrain from acting in relation to the performance of official duties, in order to obtain or retain business or other improper advantage. Compliance audits can be done by Cooley to ensure the respect of the above commitments. In case of a failure by the Buyer to respect the above commitments, Buyer undertakes to immediately inform Cooley and to attempt to correct the deficiency in a reasonable timeframe. Nevertheless, Cooley reserves the right to take any appropriate measure, including termination of the order(s).
9. Buyer shall comply with all applicable laws and regulations with regard to the supply, sale, transfer, export, re-transfer, or re-export of the goods, including but not limited to those relating to: trade sanctions (including but not limited to comprehensive or sectoral embargoes and restricted parties) and export controls (including but not limited to military or dual usage products), altogether defined hereafter as “Trade Restrictions”. For the avoidance of doubt, all applicable laws and regulations could include those originating out of the United States of America, the United Nations, the European Union or the OSCE. Buyer shall not cause Cooley to, either directly or indirectly, risk any potential violation of any applicable Trade Restrictions. In particular, Buyer shall not sell, export or re-export, transit, to, within or through or for use in Russia or Belarus or Sanctioned Regions of Ukraine (i.e., Crimea region and the oblasts of Donetsk, Kherson, Luhansk and Zaporizhzhia or any other regions of Ukraine which may become sanctioned in the future), any goods supplied by Cooley that fall within the scope of applicable sanctions regimes imposed by relevant jurisdictions (notably United States of America, European Union) applicable to such territories.
10. Buyer certifies that neither the Buyer, nor any of the Buyer’s group companies, nor any of their respective directors or officers, is an individual or entity designated on the Trade Restrictions’ list or owned by, acting for or on behalf of a person designated on such a list (“Restricted Person”). Buyer shall immediately notify Cooley if any of the aforementioned persons, namely the Buyer, the Buyer’s group companies, and their directors or officers, becomes a Restricted Person.
11. Buyer acknowledges that the Michelin Group has defined Group Positions which consist of list of countries to which Michelin Group refuses and prohibits any direct or indirect sales (including transit across these countries) which as of the date of these Standard Conditions of Sale comprises Cuba, Iran, North Korea and Syria. These Group Positions apply to the goods sold as spare parts or incorporated in a higher-level assembly (such as fitted unit, a ground vehicle, a plane, etc.). Buyer shall comply with these Group Positions. Buyer shall be required to comply with any change to such list of countries if it has been notified in writing.
12. Buyer undertakes to indemnify and hold Cooley harmless from and against any and all losses, costs, claims, damages, liabilities and expenses, including attorneys’ fees, transaction or legal action costs, caused by any violation of the Trade Restrictions or the Michelin Group Positions by the Buyer. Buyer is responsible for each of its acts or omissions as well as those of its officers, employees, group companies, agents, suppliers and subcontractors at all levels, in the performance of any of its obligations under this clause.
13. This agreement is not assignable or transferable by either party, in whole or in part, except with the prior written consent of Cooley. Cooley reserves the right to sell, assign, or otherwise transfer its right to receive payment under this agreement.
14. In addition to the Standard Conditions of Sale set forth herein, any Special Conditions of Sale set forth on the front of the invoice or in the current price list for the products sold hereunder shall apply and are incorporated by reference herein.
15. This document, along with documents specifically referred to herein, contains all of the terms and conditions with respect to the sale and purchase of the products sold hereunder. These terms and conditions supersede any of previous date and no modification thereof shall be binding on either party unless in writing and signed by both parties. No modification shall be effected by the acknowledgement or acceptance of purchase order forms stipulating different conditions. Unless Buyer shall notify Cooley in writing to the contrary as soon as practicable after receipt of this document by Buyer, the Buyer’s acceptance of the products or payment therefore shall be equivalent to Buyer’s assent to the terms and conditions hereof. Waiver by either party of any default by the other party hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.
16. This agreement is to be construed, and the respective rights of Buyer and Cooley are to be determined according to the laws of Rhode Island, U.S.A. without regard to choice of law or conflicts principles of any jurisdiction, including Rhode Island, and the courts of Rhode Island shall have exclusive jurisdiction over any disputes or issues arising under this agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not govern this agreement or the performance thereof or any aspect of any dispute arising therefrom.
17. Cooley shall not be liable to Buyer for any loss, damage, expenses, injury or death whatsoever arising or resulting from acts of God, Government orders, strikes, lock-outs, inability to secure materials or supplies at commercially justifiable rates, accidents, plant break downs, war, civil commotion, or any other circumstances beyond the control of Cooley (a “Force Majeure Event”).  On the happening of a Force Majeure Event, Cooley shall advise the Buyer with reasonable promptness and Cooley may suspend its performance during such Force Majeure Event without liability to the Buyer.
18. Buyer acknowledges the sale of the materials are on an “AS IS” basis and the Buyer has waived all rights of inspection of the materials sold hereunder.
19. Buyer assumes all risks and liabilities for the results obtained by the use of materials sold hereunder. Buyer has no remedy for the failure of the goods to perform in any usage or to meet any specifications.
20. COOLEY MAKES NO WARRANTY THAT THE GOODS SOLD HEREUNDER SHALL MEET ANY PUBLISHED SPECIFICATION. COOLEY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. COOLEY MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS SOLD HEREUNDER.
21. THERE IS NO REMEDY FOR THE FAILURE OF A PRODUCT MARKED “SECONDS” TO MEET ANY PUBLISHED SPECIFICATION, WARRANTY, OR TO PERFORM ANY USAGE. COOLEY SHALL NOT, UNDER ANY CIRCUMSTANCES, OR UNDER ANY THEORY OF LAW, BE LIABLE FOR DAMAGES WHICH ARISE AS A RESULT OF CLAIMS OF PERSONAL INJURY OR DEATH, DAMAGE TO PROPERTY, LOSS OF PROFITS, PUNITIVE OR EXEMPLARY DAMAGES OF ANY TYPE.

TERMS AND CONDITIONS OF THE SALE OF SECONDS

If the items on the face of the invoice are marked as seconds, or if the invoice indicates the sold items are seconds, the following additional terms apply:

1. Buyer acknowledges the sale of the materials are on an “AS IS” basis and the Buyer has waived all rights of inspection of the materials sold hereunder.
2. Buyer assumes all risks and liabilities for the results obtained by the use of materials sold hereunder. Buyer has no remedy for the failure of the goods to perform in any usage or to meet any specifications.
3. COOLEY MAKES NO WARRANTY THAT THE GOODS SOLD HEREUNDER SHALL MEET ANY PUBLISHED SPECIFICATION. COOLEY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. COOLEY MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS SOLD HEREUNDER.
4. THERE IS NO REMEDY FOR THE FAILURE OF A PRODUCT MARKED “SECONDS” TO MEET ANY PUBLISHED SPECIFICATION, WARRANTY, OR TO PERFORM ANY USAGE. COOLEY SHALL NOT, UNDER ANY CIRCUMSTANCES, OR UNDER ANY THEORY OF LAW, BE LIABLE FOR DAMAGES WHICH ARISE AS A RESULT OF CLAIMS OF PERSONAL INJURY OR DEATH, DAMAGE TO PROPERTY, LOSS OF PROFITS, PUNITIVE OR EXEMPLARY DAMAGES OF ANY TYPE.