Lovejoy, Inc. Terms & Conditions of Sale

1.1 The following defined terms are used in these Terms and Conditions of Sale: (a) The collective terms and conditions described in (a) and (b) of Section 2.1 are referred to as the “Agreement.” (b) The products that are the subject of a sale from Lovejoy to Buyer are referred to as the “Products.” (c) The services quoted or sold by Lovejoy to Buyer are referred to as the “Services.” (d) Items of tangible property on which Lovejoy performs Services or that result from Services, (e.g., a coupling on which Lovejoy performs repair Services) are referred to as “Service Items.” (e) Lovejoy, Inc. or other Lovejoy affiliate making the sale of Products or Services to Buyer is referred to as “Lovejoy.” (f) The purchaser of the Products or Services is referred to as the “Buyer.”
2.1 The terms and conditions that apply to and govern the sale of Products and Services by Lovejoy to Buyer include and are limited exclusively to those contained in or expressly incorporated by (a) as applicable, Lovejoy’s quotation, acknowledgement or invoice, or a separate written sales, pricing, or similar agreement signed by an authorized representative of Lovejoy, and (b) these Terms and Conditions of Sale, whether or not they are specifically referenced in or incorporated by Lovejoy’s quotation, acknowledgement or invoice or the separate written and signed sales, pricing, or similar agreement. The terms and conditions of the quotation, acknowledgement, invoice or written and signed sales, pricing, or similar agreement are to be read, so far as possible, as being consistent with these Terms and Conditions of Sale, but any irreconcilable conflict is to be resolved in favor of the quotation, acknowledgement, invoice or separate written and signed sales, pricing, or similar agreement.
2.2 Lovejoy objects to terms and conditions that are additional to or different from those that are a part of the Agreement, and no additional or different term will be part of the Agreement unless expressly made so in a writing signed by an authorized representative of Lovejoy. The preceding sentence excludes from the Agreement, among other things, (a) terms and conditions appearing on or referenced in Buyer’s purchase order or other similar document, other than the specifics of the transaction (e.g., part number, quantity and price) that coincide with Lovejoy’s quotation, acknowledgement, invoice or separate written and signed sales, pricing, or similar agreement, (b) Buyer’s standard terms and conditions of purchase, (c) Buyer’s quality policy and other supplier policies, and (d) Buyer’s web site or supplier e-commerce site, even though it may be necessary for Lovejoy to click an “accept,” “agree,” or similar button on an electronic site as a means of accessing information about current or prospective orders or programs of supply.
2.3 No modification of the Agreement or waiver of any of its terms will be binding on Lovejoy unless the modification or waiver is clearly expressed in writing and signed by an authorized representative of Lovejoy. The preceding sentence excludes from the Agreement, among other things, purported modifications and waivers by oral agreement, course of performance, and usage of trade.
2.4 All orders, including new orders in the form of increases to existing orders, are subject to Lovejoy’s acceptance. Lovejoy will not be obligated to fulfill any request for Products or Services that Buyer is not also obligated to purchase. Buyer will be deemed to have accepted the Agreement by (a) assenting to the Agreement in writing, (b) placing an order for Products or Services, (c) accepting delivery or performance of all or any portion of the Products or Services, (d) paying for all or any portion of the Products or Services, or (e) taking any other action evidencing Buyer’s acceptance of the benefits of the Agreement.
2.5 If Lovejoy’s work on an order requires material from Buyer or a third party selected by Buyer, and Lovejoy does not timely receive material that strictly conforms to Lovejoy’s requirements, including with respect to chemical composition, physical properties and dimensions, Lovejoy may delay performance of or cancel the order without liability, and Buyer shall compensate Seller for all Delay/Cancellation Costs (as defined in Section 9.1), including for costs incurred and time expended working on non-conforming material.
2.6 If the Agreement concerns Products for OE production, (a) the duration of Lovejoy’s obligation to supply is limited to the time specified in a separate writing that is part of the Agreement or, if no time is specified, then for a reasonable time, and (b) Lovejoy is not required to supply service parts.
2.7 If Buyer is purchasing the Products or Services for a government contract or sub-contract, Buyer shall promptly notify Lovejoy of that fact and of any contract clauses that Buyer is obligated by law to include in its contracts for acquiring the Products or Services. No government contract clause will be included in the Agreement unless agreed to in a writing signed by an authorized representative of Lovejoy.
3.1 No price quotation will remain effective for more than 30 days, unless the quotation expressly provides otherwise.
3.2 Unless otherwise provided in a writing that is a part of the Agreement, the price for Products will be Lovejoy’s catalog price or book price in effect on the Shipment Date. (The “Shipment Date” is the date upon which Lovejoy has completed the applicable order and made the Products available for shipment, regardless of the applicable Incoterms 2010 delivery term.)
3.3 If the Agreement concerns Products for OE production, the price applies only to Products used by Buyer in OE production, and Lovejoy may charge a different price for the same Products used for service parts, spares, and the like.
3.4 The price does not include taxes, duties, fees, assessments or other charges imposed by any governmental authority on the manufacture, sale, purchase, transportation, export or import of the Products or performance of the Services, all of which will be the responsibility of and paid by Buyer or, if required to be paid by Lovejoy, then reimbursed to Lovejoy by Buyer.
3.5 The price is based on Lovejoy’s standard packaging for domestic U.S. shipments. Additional charges will apply for packaging for export shipments and for other special shipping or packaging requirements requested by Buyer. Buyer is responsible for the costs of purchasing reusable packaging and for the logistics and transportation costs associated with the return of reusable packaging.
3.6 Prices are based on and assume Buyer’s compliance with all of the terms and conditions of the Agreement, including, if applicable, a promise by Buyer to purchase a particular mix of Products or Services, a certain quantity of Products or Services, or a certain percentage of Buyer’s requirements for the Products and Services. The price for Services is based on and assumes the accuracy of all representations (formal and informal) made by Buyer concerning the circumstances and conditions in which and the material on which the Services will be performed. Lovejoy may adjust prices if any of the forgoing assumptions proves incorrect.
3.7 Lovejoy may pass through to Buyer, and Buyer shall accept, any price increase imposed by a supplier or sub-vendor that Buyer requires Lovejoy to use. Except to the extent Buyer and Lovejoy have otherwise explicitly agreed in a separate signed writing, Lovejoy may at any time adjust prices based on or apply a surcharge reflecting changes to energy costs, material costs, labor costs and exchange rates.
4.1 Payments are due net 30 days from the date of the invoice and must be made in the quoted currency or, if that is not determinable, then the local currency of the applicable Lovejoy billing center. Buyer shall pay Lovejoy’s invoices without discount, setoff or reduction for any reason, including asserted warranty claims or other claims of non-performance by Lovejoy.
4.2 Lovejoy may modify the payment terms in response to Lovejoy’s reasonable doubts as to Buyer’s creditworthiness, evidence of which could include, among other things, a default under any of Buyer’s major financing agreements, Buyer’s inability to obtain financing, and a reduction in Buyer’s credit rating by a major rating agency. The changes Lovejoy may make include shortening the payment period or requiring advance payment. Lovejoy shall notify Buyer in writing of any changes, and the changes may be made retroactive to include amounts then accrued but unpaid.
4.3 If Buyer fails to make a payment when due or if Lovejoy reasonably deems itself to be insecure in respect of Buyer’s ability to satisfy its payment obligations under the Agreement, Lovejoy may, in addition to the actions described in Section 4.2, take one or more of the following actions: (a) cancel any outstanding orders, (b) withhold further deliveries of Products and performance of Services, and (c) declare all unpaid amounts for Products previously delivered and Services previously performed immediately due and payable. Buyer shall reimburse Lovejoy for all costs of collection, including reasonable attorneys’ fees, incurred as a result of Buyer’s failure to make payments when due. The foregoing remedies are in addition to Lovejoy’s other rights and remedies under the Agreement and under applicable law, including Section 2 609 of the Uniform Commercial Code.
5.1 Indicated or “promised” Delivery Dates, Shipment Dates and Completion Dates are estimates and assume, among other things, timely receipt from Buyer and others of any necessary information, conforming raw materials, and tooling, and of any required advance payment. Lovejoy’s failure to meet an indicated Delivery Date or Completion Date will not constitute a breach of the Agreement. (The “Delivery Date” is the date upon which Lovejoy has satisfied the applicable Incoterms 2010 delivery obligation. The “Completion Date” is the date upon which Lovejoy has substantially completed performing the Services that are subject of an order.) Lovejoy will be excused from any performance obligation to the extent Lovejoy’s performance is prevented or delayed by a cause or event beyond its reasonable control, including an act of God, action of governmental authorities (valid or invalid), fire, flood, windstorm, explosion, riot, natural disaster, war, sabotage, labor problems (including lockouts, strikes, slowdowns), failure of or inability to obtain power, material, labor, equipment or transportation, and a court or administrative injunction or order. If Lovejoy’s production or delivery is delayed, Lovejoy may allocate production and delivery among its customers in a manner it deems reasonable.
5.2 The delivery term for Products and Service Items is Ex Works (EXW) the designated Lovejoy authorized facility (Incoterms 2010). Risk of loss to Products, Service Items and other items shipped by Lovejoy will transfer upon the Delivery Date. Risk of loss to Products, Service Items and other items returned by Buyer will pass no earlier than Lovejoy’s receipt and will not pass at all if Lovejoy did not expressly authorize the return.
5.3 Unless otherwise provided in the Agreement, Lovejoy may select the shipping method and carrier. Lovejoy will not be liable for, and Buyer shall not assert against Lovejoy or deduct from amounts owing to Lovejoy, claims for delay, breakage, loss or damage occurring after Lovejoy has satisfied its delivery obligations. Buyer shall instead make all claims for any such loss or damage directly to the transportation carrier or insurer, as appropriate.
5.4 Orders shipped under this contract will be considered complete upon shipment of a reasonable quantity over or under the amount specified in the order when it is impractical to produce the exact quantity ordered. Normal industry tolerances in specifications of the product shall be acceptable.
5.5 Buyer is not entitled to reject or refuse to accept Products or Services unless they do not conform to the limited warranty provided in Section 7.1. Buyer shall, within 10 days following receipt of Products or Service Items, or completion of Services, as applicable, inspect the Products, Services and Service Items and notify Lovejoy in writing of any nonconformity with the limited warranty, failing which Buyer will be deemed to have waived any nonconformity that was or could have been identified from such an inspection.
6.1 Buyer is to be considered the owner of all tooling, dies and similar items (a) that Buyer owns and places in Lovejoy’s possession for the purpose of manufacturing the Products or providing the Services, or (b) that Buyer pays for as separate items on an order if Buyer and Lovejoy specifically agree in writing that the tooling, dies or similar items will be owned by Buyer (“Buyer Tooling”). Buyer is responsible for paying for any necessary replacements of and repairs to the Buyer Tooling.
6.2 Lovejoy assumes no obligation or liability with respect to the Buyer Tooling or any other property of Buyer to which Lovejoy is not taking title, including tangible personal property of Buyer upon which Lovejoy will be performing Services (“Buyer Property”) other than to exercise reasonable care. Lovejoy is not obligated to segregate, label, protect, insure or take any other specific action with respect to managing and safeguarding Buyer Tooling or Buyer Property. Buyer accepts all risk of loss and damage to the Buyer Tooling and Buyer Property, except for loss or damage caused exclusively by Lovejoy’s negligence, and Buyer waives all rights of subrogation for itself and its insurers with respect to any such loss and damage. Buyer hereby grants to Lovejoy a security interest in the Buyer Tooling and Buyer Property to secure all amounts owed by Buyer to Lovejoy. Buyer consents to Lovejoy filing any documentation, including UCC financing statements, useful to perfecting the security interest.
6.3 Lovejoy is to be considered the owner of all tooling, dies and similar items used by Lovejoy in connection with the Products and Services, other than the Buyer Tooling (“Lovejoy Tooling”). Buyer acquires no interest in the Lovejoy Tooling, notwithstanding any charges, amortizations or other costs included in the pricing or otherwise paid by Buyer in relation to the Lovejoy Tooling.
6.4 Lovejoy may use the Lovejoy Tooling without restriction in any of its business operations, including in the manufacture of service parts for the Products and the manufacture of products and provision of services for other customers. Lovejoy may retain the Lovejoy Tooling at the conclusion of the commercial relationship between Lovejoy and Buyer with respect to the affected Products or Services.
6.5 Buyer shall provide suitable space, facilities, equipment and materials for any Services or other work to be performed by Lovejoy at a location controlled by Buyer. The space, facilities and equipment must be suitable for the safe execution of the Services or other work.
7.1 Lovejoy warrants that, on the Shipment Date, the Products (a) will conform to any specifications explicitly identified on the face of Lovejoy’s quotation or acknowledgement or set forth explicitly in another document that is a part of the Agreement, and (b) will be free of defects in material and workmanship that would be discovered by following Lovejoy’s standards of manufacture and inspection at the time of manufacture. Lovejoy warrants that the Services will be performed in a good and workmanlike manner in accordance with any specifications explicitly identified on the face of Lovejoy’s quotation or acknowledgement or set forth explicitly in another document that is part of the Agreement. THE FOREGOING LIMITED WARRANTY IS IN LIEU OF, AND LOVEJOY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WARRANTIES OF DESIGN, PERFORMANCE OR PRODUCT LIFE, WARRANTIES OF COMPLIANCE WITH BUYER’S QUALITY MANUALS, QUALITY POLICIES, INSPECTION PROTOCOLS AND OTHER POLICIES AND REQUIREMENTS, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.2 The limited warranty will be void upon any action inconsistent with the proper use and handling of the Products, Service Items or other results of Services, including (a) improper handling, transportation, modification or repair, (b) accident, abuse or improper use (including improper selection, improper sizing, improper alignment, or the use of horsepower,or torque outside of the product catalog ratings.), and (c) improper installation, lubrication or maintenance.
7.3 The limited warranty in Section 7.1 does not apply to Products supplied for testing and evaluation (“prototype parts”). Prototype parts are supplied “AS IS” without warranty of any kind. Lovejoy will have no liability for any claims related to prototype parts, and Buyer shall indemnify, defend and hold Lovejoy harmless from any such claims. Lovejoy makes no warranty to those persons defined as consumers in the Magnuson-Moss Warranty – Federal Trade Commission Improvement Act.
8.1 If a Product does not meet the limited warranty described in Section 7.1, Buyer’s sole and exclusive remedy will be, at Lovejoy’s choice, repair or replacement of the nonconforming Product (EXW the designated Lovejoy facility) or a credit of a fair amount not to exceed the price paid for the nonconforming Product. If an item of Services does not meet the limited warranty described in Section 7.1, Buyer’s sole and exclusive remedy will be, at Lovejoy’s choice, for Lovejoy to re-perform the nonconforming portions of the Services or issue a credit of a fair amount not to exceed the price paid with respect to the nonconforming portions of the Services. To be entitled to the exclusive remedy, Buyer must (a) submit the warranty claim to Lovejoy within one year following the Shipment Date for Products or Completion Date for Services, as applicable (but no later than six weeks following the first discovery of a possible nonconformity), (b) return to Lovejoy 100% or, if agreed by Lovejoy, a lesser but still statistically relevant percentage of the Products or Service Items claimed to be defective, and (c) provide reasonable evidence in support of the warranty claim, including, if requested by Lovejoy, results of diagnostic tests, evaluations and investigations performed by Buyer or Buyer’s customer. The warranty claims limitation period for repaired or replaced Products and re-performed Services will expire at the same time as the original warranty claims limitation period.
8.2 The remedy described in Section 8.1 is Buyer’s sole and exclusive remedy for a breach of the limited warranty and for any other claim relating to the Products and Services, regardless of the basis of Buyer’s claim, whether it is in contract, tort, express or implied warranty, negligence, strict liability or otherwise, and regardless whether any damages were caused by Lovejoy’s negligence or by any defect in the Products or Services. Without limiting the generality of the preceding sentence, Lovejoy will not be liable for, and Buyer shall not assert, any of the following, whether or not due to Lovejoy’s negligence or due to a defect in the Products or Services, and regardless whether the basis is product warranty, delayed or incomplete delivery, negligence or any other cause: (a) consequential, incidental, indirect, special and punitive damages; (b) the cost of removing and reinstalling Products or Service Items, sending Products or Service Items to Lovejoy for warranty inspection, and any other work performed on the Products or Service Items; (c) damage to or the cost of making adjustments or repairs to any mechanism, equipment or machinery in which the Products, Service Items or other items that were the subject of Services were installed; (d) loss of profits or revenue, loss of use, line shut-down, cost of capital, and cost of substituted product, facilities or services; and (e) claims of Buyer’s customers or other third parties for damages or penalties, whether or not Buyer is legally obligated to pay them. This disclaimer and exclusion will apply even if the exclusive remedy described in Section 8.1 fails its essential purpose.
8.3 An action by Buyer to enforce a warranty claim, whether by court action, arbitration or other proceeding, will be barred unless commenced within one year following Lovejoy’s notification to the customer of Lovejoy’s determination (for example, on the validity of the warranty claim or the availability or scope of the remedy) upon which Buyer’s claim is based.
9.1 “Delay/Cancellation Costs” include all labor, materials, overhead, general and administrative costs, restocking charges, surcharges levied on material by outside suppliers, sub-vendor cancellation charges, excess inventory charges, value of storage space, inventory tax charges, banking and finance charges, scrapping and disposal fees, and other harm, costs and charges incurred directly or indirectly by Lovejoy in connection with a requested delay or cancellation of an order for Products or Services. An “Order” includes a purchase order for a specific quantity and a release under a blanket purchase order. When Lovejoy and Buyer operate on a rolling forecast basis, an “Order” includes the quantity of Products or Services scheduled for delivery or performance within the firm order period agreed to between Lovejoy and Buyer or, if Buyer and Lovejoy have not agreed to a specific firm order period, then Lovejoy’s published or announced firm order period
9.2 Buyer is not entitled, without Lovejoy’s prior written consent, which may be withheld or conditioned in Lovejoy’s sole discretion, to delay a delivery of Products or performance of Services for all or any part of an Order. Lovejoy may treat as a cancellation subject to Section 9.3 any proposed delay greater than 60 days. If Lovejoy consents to the delay, Buyer shall pay a delay charge in an amount determined in Lovejoy’s sole discretion to reflect all applicable Delay/Cancellation Costs, including, at a minimum, a storage charge, inventory carrying costs, financing costs associated with the finished Products, work in process and raw materials, and costs of inactive labor, from the original request date until the time of delivery or performance.
9.3 Buyer is not entitled, without Lovejoy’s prior written consent, which may be withheld or conditioned in Lovejoy’s sole discretion, to cancel all or any part of an Order. If Lovejoy consents to the cancellation, Buyer shall pay a cancellation charge in an amount determined in Lovejoy’s sole discretion to reflect all applicable Delay/Cancellation Costs plus a reasonable and equitable profit for Lovejoy. Upon payment of the cancellation charge, Buyer will be entitled to all un-disposed raw materials, work in process and finished Products, shipped at Buyer’s expense.
9.4 If, having awarded a production program to Lovejoy, Buyer or Buyer’s customer delays or cancels the program prior to launch, cancels the program prior to the end of the originally contemplated duration, or resources the program to another supplier of the Products, then, in addition to any amounts owing under Section 9.2 or Section 9.3 and any price increase resulting from the application of Section 9.5, Buyer shall reimburse Lovejoy for the loss of value of the program to Lovejoy and Lovejoy’s unrecoverable or increased investment costs, including the costs associated with capital equipment, tooling paid for by Lovejoy, engineering costs and obsolete material. Lovejoy may treat as a cancellation any program delay greater than three months.
9.5 Buyer is not entitled, without Lovejoy’s prior written consent, which may be granted or withheld in Lovejoy’s sole discretion, to make any changes to the design, material specifications, quality requirements, approved raw material suppliers or any other aspect of the Products or Services or their manufacture, performance or delivery. If Lovejoy consents to the change, Lovejoy may condition its consent on Buyer’s agreement to price adjustments and other compensating payments satisfactory to Lovejoy. In addition to all other remedies available to it under applicable law, Lovejoy may refuse to comply with any change to which Lovejoy has not given its prior written consent and, if the Buyer proceeds with the change, may treat the change as a cancellation governed by Section 9.3.
10. RESALE OF PRODUCTS. Buyer may not resell any Products purchased from Lovejoy unless Buyer is an authorized distributor of Lovejoy’s products or Lovejoy has consented to Buyer reselling Products as service parts. Lovejoy is not obligated to provide any technical or service support for any Products not purchased directly from Lovejoy or from an authorized Lovejoy distributor.
11. TRACEABILITY. If the Agreement obligates Lovejoy to provide traceability on Products or Service Items, Lovejoy’s obligation with respect to Products and Service Items returned to Lovejoy (a) is limited by the accuracy and completeness of the information provided by Buyer with respect to the returned Products and Service Items, and (b) will terminate if the return was not authorized in advance by Lovejoy.
12. BUSINESS CONDUCT. Buyer represents that it has not made and promises that it shall not make any payment or gift to an employee or official of a government, political party or political candidate, government-owned or controlled company or public international organization to promote Lovejoy’s products or services or to promote or facilitate the business interests of Lovejoy.
13. INTELLECTUAL PROPERTY. Nothing in the Agreement is to be construed as a grant or assignment of any license or other right to Buyer of any of Lovejoy’s or its affiliates’ intellectual property rights, whether patent, trademark, trade secret, copyright or otherwise. All improvements and developments related to the Products or Services arising out of the efforts of Lovejoy and Buyer will be owned exclusively by Lovejoy, and Buyer shall reasonably cooperate with Lovejoy in confirming that result. Buyer shall indemnify and defend Lovejoy from all loss and liability resulting from or related to claims that design elements for the Products or Services that were provided by Buyer infringe the intellectual property rights of third parties.
14. CONFIDENTIAL INFORMATION. With respect to confidential information concerning the Products, the Services and the transactions subject to the Agreement that Buyer comes to know either through disclosure from Lovejoy or otherwise, Buyer (a) shall not disclose the information to any third party, (b) shall not use the information for any purpose other than evaluation and use of the Products, and (c) acquires no ownership, license or other interest in the information.
15.1 Except as agreed or certified in a separate written instrument signed by Lovejoy, Lovejoy makes no representation with respect to the country of origin, qualification for duty preference or similar program, specific Harmonized Tariff Schedule Number, export jurisdiction, U.S. Munitions List category, Export Control Classification Number, or export authority of any Product or Service Item.
15.2 Lovejoy retains all of its duty drawback rights, and any attempt by Buyer to transfer any such rights will be void.
15.3 (a) Unless Lovejoy provides its prior written consent, having been given an opportunity to review and comment on all associated documentation, Buyer shall not, itself or by any freight forwarder, customs broker or other agent or third party under Buyer’s direction or control, designate Lovejoy as the U.S. Principal Party in Interest (as defined in the U.S. Foreign Trade Regulations, 15 CFR Part 30) or file the Electronic Export Information with U.S. Bureau of Census (“EEI”). If Buyer files an EEI without the prior written consent required by the preceding sentence, then: (i) the EEI will be considered to have been made without Lovejoy’s authority or permission, and any false statements to the government will be considered to have been made by Buyer or its agent, as applicable, (ii) any affected transaction will be considered to be a routed export transaction, such that Buyer or its agent will be considered the U.S. Principal Party in Interest and exporter of record (as defined by the Foreign Trade Regulations and the Export Administration Regulations) for those transactions, (iii) Buyer shall assume all of the responsibilities of the exporter of record for any such transactions; and (iv) Lovejoy will have no responsibility as the exporter of record.
(b) Buyer represents that it is not, and to the best of Buyer’s knowledge, its customers, its customers’ end-users and its agents are not, on the U.S. Government’s Denied Parties List, the Unverified List, the Entity List, the Specially Designated Nationals List, or the Debarred List, and are not otherwise subject to any U.S. or other government sanction or restriction that would prohibit the sale or export by Lovejoy of the Products, Services or technology that are the subject of the Agreement. When Lovejoy so requests, Buyer shall provide all end-user and end-use information of which it is aware or which it could obtain with commercially reasonable efforts.
(c) Buyer shall comply strictly with all applicable U.S. export laws and regulations, including the Arms Export Control Act and the International Traffic in Arms Regulations, the Export Administration Regulations, and the various economic sanctions laws, regulations and executive orders administered by the Office of Foreign Asset Controls. Buyer shall assist Lovejoy in complying and documenting compliance with those laws, regulations and executive orders.
15.4 Regardless of any statements on Buyer’s purchase order or other documents to the contrary, Lovejoy shall not be the importer of record (as that term is defined by U.S. law at 19 USC 1484, or equivalent provision of non-U.S. law) with respect to a transaction governed by the Agreement, unless otherwise expressly stated in a document signed by an authorized representative of Lovejoy.
16.1 The words “include” and “including” are to be construed as if they were followed by “without limitation,” unless the accompanying text or the context clearly requires otherwise.
16.2 No party may assign its rights or obligations under the Agreement without the other party’s prior written consent, and any attempt to do so will be ineffective, except that Lovejoy may, without Buyer’s consent, assign and delegate its rights and obligations under the Agreement to one or more affiliates or to a third party in connection with a divestiture of the business with which the Agreement is associated. A corporate reorganization that does not result in a change of control or beneficial ownership with respect to the party’s ultimate parent entity is not to be deemed an assignment.
16.3 The laws of the State of Illinois, U.S.A., govern all matters arising out of the Agreement, excluding choice of laws principles. Both parties consent to the jurisdiction of the state and federal courts having authority over the territory of DuPage County, Illinois, for the resolution of any dispute arising under the Agreement or the purchase or use of Products or Services; and that consent is to the exclusive jurisdiction of those courts unless Buyer is from a jurisdiction that does not recognize for enforcement judgments issued by those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.
16.4 Lovejoy’s rights and remedies set forth in the Agreement are in addition to all legal and equitable rights and remedies available to Lovejoy.

Version 2019 (April 8, 2019)