Legal Notices

Terms and Conditions for the Sale of Goods

Last updated December 15, 2025

 

1. Applicability.

(a) Exclusive Terms. These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the goods (“Goods”) by Earnest (“Seller”) to the buyer named on the Order (“Buyer”). Collectively Buyer and Seller are referred to as the “Parties” and individually as “Party.” 

(b) Entire Agreement. The accompanying order (the “Order”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its Order or such terms. Seller expressly rejects Buyer’s general terms and conditions of purchase, and fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms. Acceptance of the Order by Buyer (which will be deemed accepted should Buyer not object in writing within three business days of receipt of the Order) is a prerequisite to the purchase of the Goods and will operate as an acceptance of these Terms which are expressly incorporated into the Order.

2. Orders, Acceptance, and Delivery.

(a) Acceptance. All Orders are subject to acceptance at Seller’s home or divisional office, whichever is applicable.

(b) Minimum Orders; Changes. Orders have a minimum purchase amount of $25. Buyer's request to change bill of lading after shipment has been made will be made at buyer's expense.

(c) Shipping Terms. Unless otherwise agreed in writing by the Parties to the applicable Order, Seller will ship the Goods to Buyer from Seller’s shipping point to the delivery location specified in the Order (“Delivery Location”), using Seller’s standard methods for labeling, packaging, and shipping. All Prices will be in U.S. dollars with F.O.B. Seller’s shipping point. 

(d) Shipping and Delivery Dates are Estimates. The Goods will be delivered within a reasonable time after receipt of Buyer’s Order, subject to availability of the Goods. Shipping and delivery dates given by Seller are estimates only and are subject to shipping variations and requirements. Seller will not be liable for any delays, loss, or damage in transit.

(e) Title and Risk of Loss. Title and risk of loss to the Goods shipped under the applicable Order passes to Buyer upon Seller’s tender of the Goods to the carrier from Seller’s shipping point, which may be any of Seller’s distribution centers.

(f) Delivery Tendered in Installments. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer will pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s Order. If Buyer requires delivery in partial shipments, Seller will have the right to adjust the Prices to the extent necessary to reflect any additional cost whatsoever including, but not limited to, warehouse and shipping.

3. Quantity.

Container quantities listed in Seller’s catalog and literature are for reference purposes only. Actual quantities may differ and should be confirmed at the time of submission of the applicable Order. Specific container quantities and/or special packaging required by the Buyer may incur a packaging/handling charge and will be quoted upon request. If Seller delivers to Buyer a quantity of Goods of up to 10% more or less than the quantity set forth in the Order, Buyer will not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and will pay for such Goods at the price set forth in the Order adjusted pro rata.

4. Inspection.

(a) Buyer’s Inspection Obligation. Buyer must inspect the Goods within 3 business days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in the Order; or (ii) product’s label or packaging incorrectly identifies its contents.

(b) Seller Options Upon Notice of Nonconforming Goods. If Buyer timely notifies Seller of any Nonconforming Goods, Seller will, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable third-party shipping and handling expenses actually incurred and paid by Buyer in connection therewith. Buyer will ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility, as specified on the Order.  . Generally, unless otherwise specified in writing by Seller, products must be returned to the same facility from which they were shipped. However, if the products were shipped from Seller’s 3PL location in Illinois, such returns must be directed to Seller’s Greenwood, Indiana facility. The address for product returns should be specified on the Order and/or will be provided by Seller upon authorization of the return. If Seller exercises its option to replace Nonconforming Goods, Seller will, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Location. 

(c) Exclusive Remedy for Nonconforming Goods. Buyer acknowledges and agrees that the remedies set forth in Section 4(b) are Buyer’s exclusive remedies for Nonconforming Goods.

(d) Returns. A Return Merchandise Authorization (“RMA”) number must be issued by Seller for each return. Returns are subject to the approval of Seller in its sole discretion. Goods that are shipped without an RMA number will be refused. Returns must be made within 30 days from date of purchase. No returns will be allowed after 30 days. A $25.00 or 20% restock fee (whichever is greater) will be applied to all returns. Special order Goods, as indicated on the Order, cannot be returned. Goods must be returned in Seller’s original packaging bearing traceability numbers. All returns must be sent via prepaid freight.

(e) No Other Returns. Except as provided under Section 4(b) or Section 4(d), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

5. Price.

(a) Price Set Forth in Price List. Buyer will purchase the Goods from Seller at the prices (the “Prices”) set forth on the applicable Order. Prices subject to change without notice.

(b) Taxes and Other Related Costs. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer will be responsible for all such charges, costs, and taxes; provided that Buyer will not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets. The Prices exclude transportation and insurance costs which are the responsibility of the Buyer.

6. Payment Terms.

(a) Payment Period and Method. Unless otherwise agreed in writing by the Parties, Buyer must pay Seller all amounts due within 30 calendar days after the date of Seller’s invoice. All payments hereunder must be made in U.S. dollars and via electronic transfer (e.g., ACH credit or wire transfer) or phsyical check mailed to Seller’s lockbox. Seller strongly prefers payments via electronic transfer. Physical checks mailed to a location other than Seller’s lockbox may not be accepted. Seller reserves the right to require pre-payment in its sole discretion. 

(b) Late Payments; No Set-Off. Buyer will pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Buyer will reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Seller does not waive by the exercise of any rights hereunder), Seller will be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for 60 days following written notice thereof. Buyer will not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.

7. No Warranty.

(a) Warranty Disclaimer. SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) WARRANTY OF TITLE, OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(b) Part Numbers. Part numbers are for reference purposes only and do not imply technical compliance.

(c) Electroplated Products. Unless otherwise agreed upon in writing by both Seller and Buyer, all electroplated products are furnished in accordance with commercial practices for electroplate processing and are not represented or held out as meeting specific consensus, government, original equipment, or any other coating standards. All thread-gauging requirements are applicable prior to plating/coating. After plating/coating, thread-gauging requirements must be agreed upon in writing by both Seller and Buyer prior to quotation or supply of the Goods.

(d) No Warranty for Third Party Products. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH REPSECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY, (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) WARRANTY OF TITLE, OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

8. Limitation of Liability.

(a) No Indirect Damages. IN NO EVENT WILL SELLER OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

(b) Maximum Liability. SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.

9. Compliance with Law.

Buyer will at all times comply with all laws applicable to the operation of its business, this Agreement, Buyer’s performance of its obligations hereunder, and Buyer’s use of the Goods. Without limiting the generality of the foregoing, Buyer will (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Goods and (b) not engage in any activity or transaction involving the Goods, by way of shipment, use, or otherwise, that violates any law.

10. Termination.

In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for 10 days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

11. Confidentiality.

(a) Confidential Information. “Confidential Information” means all non-public, confidential, or proprietary information disclosed by Seller (as the “Discloser”) to Buyer (as the “Recipient”) whether disclosed orally or disclosed or accessed in visual, written, electronic, or other tangible or intangible form or media, and whether or not marked, designated, or otherwise identified as “confidential” including but not limited to: (a) all plans, strategies, developments, policies and procedures used or contemplated by Discloser; (b) all marketing and advertising information including promotional and pricing strategies and plans, mailing lists, customer lists, referral sources, market analyses or projections and reports or forecasts used or contemplated by Discloser; (c) all inventions, techniques, methodologies, discoveries, trade secrets, processes, techniques, methods, formulae, ideas and know-how of Discloser; (d) all financial statements, audit reports, budgets and business plans or forecasts of Discloser; (e) operational and technological information including research, plans, processes, designs, specifications, documentation, software, software code, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; (f) personnel information including personnel lists, personnel data, contact information and compensation structures; (g) customer and prospective customer contact information including home addresses, email addresses, business addresses, home and cell phone numbers; (h) information regarding the products and services purchased, needs and buying habits of Discloser’s customers; and (i) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials (“Notes”) prepared by the Discloser that contain, reflect, or are derived from, in whole or in part, any of the foregoing. Confidential Information does not include information that, at the time of disclosure: (i) is or becomes generally available to the public or is otherwise in the public domain other than as a result of any breach of this Section 11 by the Recipient or any of its Representatives; (ii) is obtained by the Recipient or its Representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (iii) was in the Recipient’s or its Representatives’ possession prior to disclosure by the Discloser hereunder; or (iv) was or is independently developed by the Recipient or its Representatives without using any of the Discloser’s Confidential Information.

(b) Limited Use and Limited Disclosure. The Recipient will not (1) use the Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement or (2) disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who: (i) need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under this Agreement; (ii) are informed by the Recipient of the confidential nature of the Confidential Information; and (iii) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement. The Recipient will exercise at least the same degree of care with respect to the Confidential Information it receives from the Discloser as the Recipient normally takes to safeguard and preserve its own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care. The Recipient will be responsible for any breach of this Section 11 caused by any of its Representatives. The Recipient will notify the Discloser in writing immediately of any misuse or misappropriation of the Confidential Information of the Discloser that comes to the Recipient’s attention.

(c) Compelled Disclosure. If the Recipient is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, the Recipient will immediately notify the Discloser in writing of such requirement so that the Discloser may seek a protective order or other appropriate remedy. The Recipient will provide reasonable assistance, at the Discloser’s expense, to obtain or assist the Discloser in obtaining any such protective order. Failing the entry of a protective order, the Recipient may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that the Recipient has been advised by outside counsel that it is legally compelled to disclose and will use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

(d) Return or Destruction. At any time during or after the term of this Agreement, at the Discloser’s written request, the Recipient and its Representatives will, at the Discloser’s discretion, promptly return to the Discloser all copies, whether in written, electronic, or other form or media, of the Discloser’s Confidential Information, or destroy all such copies and certify in writing to the Discloser that such Confidential Information has been destroyed. In addition, the Recipient will also destroy all copies of any Notes created by the Recipient or its Representatives and certify in writing to the Discloser that such copies have been destroyed. Notwithstanding the foregoing, the Recipient may retain any copies of Confidential Information that are maintained as archive copies on the Recipient’s disaster recovery and/or information technology backup systems. Such copies will be destroyed on the normal expiration of the Recipient’s backup files. The Recipient will continue to be bound by the terms and conditions of this Section 11 regarding any such Confidential Information so retained.

(e) Remedies. The Recipient acknowledges and agrees that money damages would not be a sufficient remedy for any breach or threatened breach of this Section 11 by the Recipient or its Representatives. Therefore, in addition to all other remedies available at law (which the Discloser does not waive by the exercise of any rights hereunder), the Discloser will be entitled to specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Recipient hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim. The Recipient further agrees that it will: (a) not oppose the granting of such relief on the basis that the Discloser has an adequate remedy at law; (b) pay any fees and expenses (including reasonable attorneys’ fees and court costs) that the Discloser may incur in enforcing this Agreement; and (c) indemnify and hold harmless the Discloser for any losses arising out of a breach of this Section 11 by the Recipient.

12. Dispute Resolution.

(a) Mediation. The Parties will attempt to resolve all disputes that arise under this Agreement using mediation. Before a Party may assert a claim for breach of this Agreement in litigation or arbitration, the Party must notify the other Party of the nature of the dispute and relief sought. The Parties will have 30 days to engage a mediator to negotiate a settlement of the dispute. If the dispute is not settled within the 30-day period, or if the mediator declares an impasse prior to the end of the 30-day period, the Parties’ obligation to mediate the dispute is terminated.

(b) Arbitration. Any dispute between the Parties arising under this Agreement that cannot be resolved by mediation will be resolved by arbitration conducted in Cuyahoga County, Ohio in accordance with the rules of the American Arbitration Association then existing. This agreement to arbitrate is specifically enforceable and the arbitration award will be final and judgment may be entered upon it in any court having jurisdiction over the subject matter of the dispute.

(c) Choice of Neutrals. A mediation or arbitration under this Agreement will be conducted by one mediator or arbitrator chosen by the Parties from among the panel of mediators or arbitrators approved by JAMS/Endispute, Inc. (“Endispute”) or the American Arbitration Association. If the Parties are unable to agree upon the identity of a mediator or arbitrator within 30 days, Endispute or such other organization as is agreeable to the Parties will choose the mediator or arbitrator.

(d) Proceedings Confidential and Privileged. A mediation conducted under this Agreement and all offers and statements, whether oral or written, made in the course of the mediation by a Party, or the Party’s agent, employee, expert, and attorney or by the mediator, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any judicial or arbitration proceeding.

(e) Injunctive Relief. Notwithstanding the foregoing provisions of this Section 12, a Party who is about to suffer irreparable harm, on account of a breach of this Agreement for which money damages would not be an adequate remedy, may proceed immediately to obtain a temporary restraining order and a temporary or permanent injunction free of the obligation to mediate or arbitrate a dispute concerning such breach. The money damages portion of any such dispute will continue to be subject to the foregoing mediation and arbitration provisions of this Section 12. 

13. Assignment

Buyer may not assign its rights or delegate its duties under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section 13 will be null and void. An assignment of Buyer’s rights or a delegation of Buyer’s duties under this Agreement will not release Buyer from its duties under this Agreement except to the extent Seller agrees in writing.

14. Force Majeure. 

Seller does not breach this Agreement because of a delay or failure of performance attributable to a Force Majeure Event. A “Force Majeure Event” means a cause beyond the reasonable control of Seller, including: acts of God; flood, fire, earthquake, or explosion; epidemic or pandemic; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; government order, law, or actions; embargoes or blockades in effect on or after the date of this Agreement; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; telecommunication breakdowns, power outages or shortages, shortages of other utilities, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; substantial increase in costs to Seller; breakdown or accident; or any other substantially similar event, condition or circumstance.

15. Miscellaneous.

(a) Notice. Each Party will deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other Party at its address set forth on the face of the Order, or to such other address that the receiving Party may designate from time to time in accordance with this Section 15(a). Each Party will deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party and (b) if the Party giving the Notice has complied with the requirements of this Section 15(a).

(b) Governing Law and Forum. This Agreement is governed by the laws of the state of Ohio other than those relating to conflicts of laws. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. All disputes arising under this Agreement must be litigated in the federal courts of the United States or the courts of the State of Ohio in each case located in Cuyahoga County, Ohio and the Parties consent to submit themselves to the jurisdiction and venue of that court and that service of process may be made upon them in the manner specified in 15(a). BOTH PARTIES AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING FROM OR RELATED TO THIS AGREEMENT.

(c) Interpretation. Where permitted by the context, each pronoun used in this Agreement includes all genders and both singular and plural, and each noun used in this Agreement includes both singular and plural. Each Party is represented by counsel and the preparation of this Agreement was the result of the mutual drafting of their counsel and it may not be construed for or against any Party. The use of the word “including” in this Agreement is exemplary and not exhaustive so that it means including without limitation the items following.

(d) Waiver. A Party to this Agreement will not be bound by a waiver of any right or remedy that inures to the Party’s benefit under this Agreement unless the waiver is in a writing signed by the Party. A failure by a Party to enforce any right or seek any remedy for a breach of this Agreement by the other Party does not constitute a waiver of the first Party’s right to enforce that right or seek that remedy with respect to that or any other breach. A waiver by a Party of a breach of a provision of this Agreement is not a waiver of any subsequent breach.

(e) No Third-Party Beneficiaries. This Agreement does not confer any rights upon any person other than the Parties to this Agreement and their respective successors and permitted assigns.

(f) Successors and Assigns. This Agreement will inure to the benefit of and be binding upon a Party’s executors, administrators, heirs, successors, and permitted assigns. All references to a Party in this Agreement will mean the successor or permitted assignee of the Party after succession or assignment. This Section 15(f) does not address, directly or indirectly, whether a Party may assign its rights or delegate its duties under this Agreement, which Section 13 separately addresses.

(g) Integration and Amendment. This Agreement supersedes all prior and contemporaneous discussions and agreements between the Parties with respect to the subject matter of this Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter thereof, and may not be amended except by a writing signed by the Party against whom the amendment is to be enforced.

(h) Survival. Any provisions of this Agreement, which by their nature should survive the expiration or termination of this Agreement, will survive the expiration or termination of this Agreement.

(i) Severability. If an arbitrator or a court of competent jurisdiction determines a provision of this Agreement to be unenforceable, the court or arbitrator may reform the provision so that it is enforceable to the maximum extent permitted by law. The unenforceability of any provision of this Agreement will not affect the enforceability of any other provision of this Agreement.

(j) Headings. The section and other headings in the Agreement are included as a matter of convenience and are not a part of this Agreement.

(k) Independent Contractors. The Parties to this Agreement are independent contractors and are not related as partners, joint venturers, by an employment relationship, or otherwise.

(l) Attorneys’ Fees. The prevailing Party in a dispute between the Parties concerning the subject matter of this Agreement is entitled to recover from the losing Party the attorneys’ fees incurred by the prevailing Party in connection with prosecuting or defending such dispute.

(m) Remedies are Cumulative. All remedies afforded by this Agreement are cumulative and do not limit or preclude any other remedy a Party may have at law or equity for a breach or threatened breach of this Agreement.

(n) Counterparts and Electronic Signature. This Agreement may be executed in separate counterparts with different Parties signing different counterparts so long as each Party signs at least one counterpart. The transactions contemplated by this Agreement may be conducted by electronic means as contemplated by the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et seq.) (“ESIGN”) and the Uniform Electronic Transactions Act (“UETA”) (Ohio Revised Code § 1306.01, et seq.). A Party’s execution or delivery of this Agreement, or any other document relating to the transactions to be consummated hereunder, may be evidenced and effected by electronic signature, which will constitute a legal, valid and binding signature and have the same force and effect as a manual signature. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, as defined by ESIGN and UETA.