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Terms and Conditions
TABLE OF CONTENTS
The terms “Buyer,” “Authorized Reseller,” and “Customer” as
used herein, shall mean the party placing the purchase order
with Rice Lake Weighing Systems. No contractual relationship
between Rice Lake Weighing Systems and said party shall
arise until such time as a purchase order has been accepted
by Rice Lake Weighing Systems and such acceptance has
been indicated on a written acknowledgment. Tenders which
do not stipulate an acceptance period shall not be binding.
Orders shall be subject to Rice Lake Weighing Systems’
standard terms and conditions as printed below, subject to
correction for clerical errors.
These Sales Terms and Conditions shall be binding if declared
applicable in the tender or in the order acknowledgement. Any
conditions stipulated by the Buyer which are in contradiction
to these Sales Terms and Conditions shall only be valid if
expressively acknowledged by Rice Lake Weighing Systems
in writing.
1. Prices
(a) Rice Lake Weighing Systems (RLWS) prices are net 30 days
EX Works RLWS plant. Orders are subject to approval of our
credit department with rights reserved to change or withdraw
credit terms without notice and to terminate any orders when
invoices for work done thereon have gone unpaid for 60 days.
(b) Prices do not include taxes of any kind by federal, state,
municipality or other governmental authority, which RLWS
may be required to collect or pay with respect to the sale or
shipment of goods sold hereunder. Regardless of when any
such taxes are determined or become payable, all taxes would
be the responsibility of the Customer and would be in addition
to the prices quoted hereon.
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18
(c) This quotation is made upon the basis of the cost of
materials and labor as of the date of this quotation. A change
in such costs shall give RLWS the right to alter prices to reflect
such changes in cost.
2. Shipment, Title, Risk of Loss
(a) All shipments are EX Works point of shipment. Title and risk
of loss or damage passes to the Customer upon presentation
of the goods to the Customer’s carrier at RLWS’s facility, except
that title and risk of loss or damage as to Customer’s partially
manufactured parts and raw materials delivered to RLWS, and
as to jigs, fixtures and tools specially ordered for the Customer
shall at all times remain with the Customer.
(b) RLWS does not carry fire insurance upon jigs, fixtures and
tooling built by RLWS for Customers or supplied to RLWS by
Customers, nor does RLWS carry insurance upon raw materials
supplied to RLWS by Customers. Customers assume all risk
of loss, damage or destruction of jigs, fixtures, tooling or raw
materials belonging to the Customer in RLWS custody caused
by fire, water, gas, acts of God, strikes, insurrection, riots or by
acts of the civil or military authorities and whether or not such
loss, damage or destruction was the result of our negligence or
misconduct or that of our agents or employees. The Customer
agrees to indemnify and hold RLWS harmless from all direct and
consequential costs and damages resulting from such loss.
(c) Except as hereinabove stated, we agree to maintain all jigs,
fixtures and tooling built by RLWS in working condition for their
normal life only, except that our liability in this respect shall not
extend more than one year after the completion of the most
recent production order.
3. Quantity, Materials and Tolerances
(a) Unless dimensions are limited by a specific tolerance, it
is understood that the production variations as published by
RLWS will be acceptable.
(b) RLWS will not be responsible for color, thickness variations,
or flaws in sheets or parts from which fabrications are made, nor
for other material variations beyond our control.
(c) RLWS assumes no responsibility for loss or damage
occurring by reason of delay or inability to deliver caused by
fires, strikes, accidents, embargoes, car shortages, delays of
carriers, insurrection, riots, acts of the civil or military authorities,
nor will we assume responsibility for any reason whatever for
damages of any kind on account of failure to deliver at the
time specified. The Customer shall indemnify and hold RLWS
harmless from all direct and consequential costs and damages
resulting from such loss or delay.
(d) Unless otherwise specified, delivery of 10 percent more
or less of completed parts than the quantity specified shall
constitute fulfillment of this order and any excess not exceeding
10 percent shall be accepted and paid for by the Customer.
(e) In the event any raw material specified for incorporation into
the product covered by this proposal shall become unavailable,
RLWS shall notify the Customer and the Customer may direct
RLWS to substitute available material for that originally specified,
it being understood and agreed that the Customer shall assume
any and all consequences resulting from such substitution.
4. Patents
If this quotation covers parts made specifically for the Customer,
the Customer agrees to indemnify and hold RLWS harmless
against any loss resulting from infringement of patents or
trademarks, or from claims of such infringements and shall pay
all legal and defense costs incurred by RLWS in the defense of
such actions.
5. Software
Unless specifically otherwise stated, any and all software
associated or part of any product sold, loaned on trial or
demonstration to the Customer is to be considered proprietary
to RLWS. The Customer agrees not to duplicate for distribution
or to sell or distribute in any way without the prior written
consent of RLWS.
6. Changes And Cancellation: Rejection, Claims
(a) Orders placed with RLWS are not subject to cancellation,
change or reduction in amount, or suspension of deliveries
except with RLWS’s consent and upon terms that indemnify
RLWS against loss. Unless confirmed in writing, all verbal
agreements are void.
(b) RLWS will not be responsible for changes in design,
deliveries or other instructions, unless they are furnished in
writing. The Customer agrees to pay for all tooling charges
caused by changes in design or specifications.
An ISO 9001 Registered Company © 2015 Rice Lake Weighing Systems 01/15 Prices and specifications subject to change without notice. Visit ricelake.com for current prices.
(d) Manufactured parts will be shipped and billed as they
are produced.
(e) Claims for shortage or rejections for defects must be made
within 10 days of receipt of goods. Credit will be rendered on
such defective parts after we have had an opportunity to inspect
them, provided they are returned to our factory, transportation
charges prepaid, within 30 days, and provided they have not
been altered or defaced in any way.
7. Tooling and Designing
(a) In consideration of the engineering service necessary in the
designing of jigs, fixtures and tooling not being charged for, but
being quoted on the basis of labor and material only, and not at
their fair market value, such jigs, fixtures and tooling shall remain
in our possession for at least one year. Thereafter, the Customer
desiring delivery of such jigs, fixtures and tooling shall pay an
engineering charge of 50 percent of the original price of said jigs,
fixtures and tooling and accept same as is.
(b) When requested, we will submit suggestions concerning
design and construction of parts, but we will not accept
responsibility of liability for the practicability of these suggestions
if adopted by the Customer.
8. Delivery and Adjustment to Price
(a) If the Customer requests that the goods be manufactured
and shipped on a date (or dates) earlier than originally agreed
to by RLWS and the Customer, and RLWS agrees to the earlier
date (or dates), any increase in the cost of performance incurred
by RLWS resulting from earlier manufacture and shipment will be
included in an adjustment of the purchase price to be made by
RLWS and will be paid by the Customer.
(b) Should shipments be held beyond scheduled date for
convenience of the Customer, goods will be billed and charges
will be made for warehousing, trucking, and other expenses
incident to such delay. Reasonable and sufficient care is taken
by RLWS in crating its goods. RLWS cannot be held responsible
for breakage after having received “in good order” receipts from
the transportation carrier. All claim for loss and damage must be
made by the Customer to the carrier, but we will assist insofar as
practical in securing satisfactory adjustment of such claims.
9. Payment and Liens
(a) All invoices shall be due and payable when submitted for
payment in accordance with the revisions of RLWS terms.
No withholding of funds, back charges or credits against
amounts otherwise due to RLWS will be permitted unless
specifically agreed to in writing by RLWS. Settlement of any
amounts due Customer will be negotiated as separate items and
not as offsets against amounts otherwise due to RLWS from the
Customer for products sold hereunder.
(b) Any unpaid account for work done shall constitute a lien on
any jigs, fixtures, manufactured parts, and raw materials in RLWS
possession. In the event any account remains open and unpaid
for 90 days, RLWS reserves the right to use the Customer’s jigs
and fixtures to make parts therefrom, and to sell or dispose of
manufactured parts and raw materials.
(c) The Customer shall not assign or transfer any rights or
obligations arising from this proposal, or monies payable
thereunder, without the prior written consent of RLWS, and any
such assignment or transfer made without such written consent
shall be deemed null and void.
10. Additional Provisions
(a) Errors—Stenographic and clerical errors are subject to
correction.
(b) These terms and conditions constitute the entire contract
between the Customer and RLWS, transcending any oral
arrangements or representations which may be inconsistent
therewith.
(c) This quotation is made under and shall be governed by the
laws of the state of Wisconsin.
11. Resale of Rice Lake Weighing Systems
Products
In order to ensure compliance with the U.S. Export
Administration Regulations we ask you to comply with the
following:
(a) The Customer shall not export or re-export Rice Lake
Weighing System products, either directly or indirectly, in
contravention of any applicable law, statute or regulation and
will first obtain any required licenses or authorizations from the
relevant government authority when necessary as prescribed
by law.
(b) The Customer confirms that it is familiar with and complies
with the relevant national and international export control
regulations and embargo regulations. The Customer
furthermore confirms that it is in particular familiar with and
complies with the U.S. Department of Commerce, Export
Administration Regulations; U.S. Department of Treasury, OFAC
Sanctions; the U.S. Department of Defense, ITAR requirements
and the U.S. Department of State regulations.
(c) If deemed necessary, Rice Lake Weighing Systems, in
individual cases may make further requests from the Customer
for information required for export compliance.
(d) Should it be necessary for the Customer to obtain an
export license from the appropriate authorities pursuant to the
aforementioned regulations, the Customer shall apply for such a
license autonomously and at their own expense.
The foregoing warranties are exclusive and in lieu of all
other express and implied warranties whatsoever, including
but not limited to implied warranties of merchantability
and fitness for a particular purpose. RLWS shall not be
subject to any other obligations or liabilities whatsoever
with respect to parts manufactured or supplied by RLWS or
services rendered by it.
Anything herein to the contrary notwithstanding, RLWS
shall not be liable for incidental and consequential
damages, and in substitution for all remedies which
the Customer may have under any applicable law. The
Customer’s sole and exclusive remedy against RLWS
for any breach of warranty or any other breach relating
to goods delivered pursuant hereto shall be for repair
or replacement (at RLWS’s option) of the goods or parts
effected by such breach.
An ISO 9001 Registered Company © 2015 Rice Lake Weighing Systems 01/15 Prices and specifications subject to change without notice. Visit ricelake.com for current prices.
www.ricelake.com | Phone: 800-472-6703
(c) Samples submitted shall be deemed approved unless written
rejection is received within two weeks of submission.
TABLE OF CONTENTS
Terms and Conditions
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