TERMS & CONDITIONS
Morrison Cup Solutions, Inc. (“Company,” “we” or “us”) warrants that all products supplied by it shall be (a) of good quality and conform to any specifications set forth for such products in the Company’s product catalog or otherwise in the purchase order accepted by the Company, (b) be of merchantable quality and fit for their intended purpose, and (c) be free and clear of any and all liens and encumbrances in favor of third parties.
Notwithstanding the foregoing warranties, however, the Company’s sole liability for any breach of the foregoing product warranty shall be to replace at its expense or credit the customer for, at the sole option of the Company, any products that are found to be non-conforming to such product warranty.
Except as provided above or as otherwise specifically provided in a purchase order accepted by the Company, the Company disclaims any and all representations and warranties, express or implied, whether arising by operation of law, course of dealing, custom, usage in trade, or otherwise. In no event shall the Company be liable to the customer for any indirect, incidental, special, punitive, exemplary, or consequential damages or consequential losses of any nature whatsoever (whether or not foreseeable) arising from or relating to any products supplied by the Company. The parties acknowledge and agree that this paragraph satisfies any requirement under applicable law for disclaimers to be “conspicuous.”
By accepting any purchase order or entering into any other agreement with a customer, the Company does not agree and shall not be construed to have accepted any fiduciary or special relationship or duty to the customer or any duty or liability whatsoever to any third party. Except to the extent expressly described in any purchase order or other written agreement with the customer, the Company may take actions that are for its own self-interest without any duty or liability to the customer or any other party.
The Company shall not be considered to be in breach of its obligations under any agreement or purchase order if prevented from performing its obligations due to any acts of God, extreme weather, earthquake, famine, war, terrorism, insurrection, pandemic, governmental orders, or similar occurrence beyond the reasonable control of the Company that renders it wholly or partially impossible to perform such obligations, or that delays its ability to do so.
Governing Law and Venue
All transactions to which these terms and conditions apply shall be governed, construed, and interpreted in accordance with the laws of the State of Oklahoma, which shall apply without regard to any choice of laws or conflict of laws provisions that would direct the application of the laws of another jurisdiction. Any dispute, controversy or claim arising out of, in connection with, or relating to such transactions that is not otherwise resolved by negotiation shall be brought exclusively in the state or federal courts of the applicable districts in which Oklahoma City, Oklahoma, is located, and the Company and each party transacting with the Company pursuant to these terms and conditions hereby irrevocably consent to the jurisdiction of such courts, agree that service may be effectuated by any means permitted under the governing rules of such courts, and waive any defenses to the jurisdiction of such courts based upon personal jurisdiction or inconvenient forum.
The prevailing party in any litigation (if and only insofar as such prevailing party is specifically identified by the presiding judge in such proceedings) shall be entitled to recover, in addition to any damages or other relief awarded to it, reasonable attorney’s fees, court costs, fees of testifying experts or consultants, and other expenses related thereto.
No waiver by the Company of any provision of any agreement or purchase order with a customer shall be effective unless said waiver shall be in a writing signed by an authorized officer of the Company. The Company’s failure to enforce any provision of any such agreement or purchase order shall in no manner affect its right to enforce the same at a later time, and the waiver by the Company of any breach of any provision of such agreement or purchase order shall not be construed to be a waiver by the Company of any subsequent or succeeding breach of such term.