Unless otherwise expressly stated herein, payment terms for all orders are net 30 days from the invoice date. Seller has the right to charge a late charge of 1½% per month on all unpaid amounts. In addition, interest shall accrue at the rate of 1 1/2% per month on all unpaid amounts until they have been paid; provided, however, that the rate of interest shall not exceed the highest applicable rate allowed by Pennsylvania law. Receipt of any check or other commercial paper shall not constitute payment until Seller shall have received in cash the full amount thereof. Where Seller has extended credit to Buyer, such credit may be changed or withdrawn by Seller at any time. In the event that payment for shipped products is not promptly made when due, or in the event that the credit or the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller, Seller reserves the right to demand cash, payment in advance or other satisfactory security before making shipments. Upon the failure of Buyer to provide cash or satisfactory security to fully satisfy Seller’s demands, Seller reserves the right to discontinue making shipments and to cancel the sale, or any part of the sale, thereby terminating all obligation on the part of Seller for delivery of the products, or any part of the products sold. Each shipment shall be considered a separate and independent transaction and payment therefor will be made accordingly. If shipment is delayed by Buyer, Seller shall invoice Buyer as of the date Seller is prepared to make shipment, and Buyer shall be liable for payment of such invoice according to the payment terms in effect. In the event any proceeding is brought by or against Buyer under the U.S. Bankruptcy or Insolvency Laws, Seller shall be entitled, but not required, to cancel any order of the Buyer then outstanding and shall receive reimbursement from the Buyer for Seller’s cost of cancellation. Should legal action be instituted to recover any sum due from Buyer, Seller shall be entitled to recover costs and expenses of such action, including reasonable attorneys’ fees.
Unless otherwise agreed, all sales shall be F.O.B., Seller’s plant of manufacture. Delivery of products to a carrier at Seller’s plant shall constitute delivery to Buyer and Buyer assumes all risk for subsequent loss or damage. Buyer is responsible for all transportation, delivery, and insurance costs incurred in connection with the delivery of the products to the designated site. In the absence of specific written instructions by Buyer provided to Seller in advance of shipment, the method of shipment and any associated insurance valuation for any products supplied by Seller to Buyer shall be as determined by Seller in its sole discretion. Buyer hereby grants to Seller a security interest in the goods (and replacements) delivered hereunder and in the proceeds from the sale or disposition thereof, until Buyer has made payment in full for such goods. Buyer hereby authorizes Seller to file UCC-1 financing statements indicating the goods as collateral and shall, upon request by Seller, execute all documents necessary to maintain perfection and priority of Seller’s security interest. Seller has the right, upon demand, to repossess goods delivered hereunder if Purchaser fails to make timely payment.
In addition to prices quoted or invoiced, Buyer shall pay or reimburse Seller for its payment of any manufacture tax, retailers’ occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or other tax, or other charge of any nature whatsoever, imposed by governmental authority, on or measured by any transaction between Seller and Buyer. 7. LICENSE. Subject to any modifications or limitations set forth in any other agreement between Buyer and Seller concerning the subject matter of this Section 7, Seller grants to Buyer a nonexclusive revocable right and license to use any Licensed Information and Licensed Patents (as defined below) (collectively, the “Licensed Information”) in connection with Buyer’s purchase of the products. Title to Licensed Information shall remain with Seller at all times. If requested, Buyer shall execute any document required by Seller to protect Seller’s interest in the Licensed Information. Buyer shall not directly or indirectly sell, copy or transfer, or agree to do so, all or any part of the Licensed Information without Seller’s prior written consent. Regardless whether covered by a separate confidentiality agreement between Buyer and Seller, Buyer shall treat all Licensed Information as confidential, proprietary information of Seller, subject to an obligation of confidentiality binding on Buyer. Only to the extent covered by a separate confidentiality agreement between Buyer and Seller shall Seller be required to treat confidential and proprietary information supplied by Buyer to Seller as being subject to an obligation of confidentiality binding upon Seller. .Except where otherwise agreed by Seller in writing, Buyer has no right to sublicense any Licensed Information. The rights in and to the Licensed Information are absolutely non-assignable and non-transferable by Buyer, regardless whether subject to an obligation of confidentiality. For purposes of this Section 7: “Licensed Patents” means (i) patent applications hereafter submitted by Seller or its affiliates relating to the development, use and marketing of products that are the subject of the agreement between Buyer and Seller (the “Licensed Field”); (ii) all patents issuing or issuable to Seller upon such applications; (iii) all continuations, continuations-in-part, additions, divisions, renewals, extensions, or examinations and reissues of any of the foregoing, claiming inventions in the Licensed Field; (iv) all U.S. or foreign counterparts of any of the foregoing; and (v) any other rights in the Licensed Field necessary for the processing, use or sale of the products and obtained by Seller and, licensed or sublicensed by Seller to Buyer pursuant to the terms hereof and included in this license. “Technical Information” means all existing unpatented proprietary and confidential information, data and know-how in the Licensed Field, discovered, invented, revealed, obtained, used or reduced to practice by Seller, prior to the date of the purchase order and currently possessed by Seller, in connection with the development, manufacture, processing, marketing, use, sale and commercialization of Seller’s products; research data and methods; design data and information (including machinery designs and processing aids formulations and any specifications on production protocols); engineering and test data; product and component specifications; bills of materials; drawings, parts and component lists; production and shipping techniques; methods of product handling; methods of line manufacture; quality control data and methods and any similar or related information; and other data and know-how which Seller is permitted to disclose and license to third parties. All tooling, molds, fixtures, specifications, drawings, designs, data, information, methods, patterns, descriptions, programs, software, ideas and/or inventions made, used, conceived, developed or acquired by Seller incident to its manufacture and delivery to Buyer of products hereunder and all patent, trade-secret, know-how, copyright or other proprietary rights therein, shall be the exclusive property of Seller and no part of the purchase price hereunder shall be deemed applicable to the foregoing items.