AGREEMENTS AND TERMS AND CONDITIONS OF SALE OF PRODUCTS
Terms of payment are net cash in United States Dollars prior to shipment, unless otherwise stated on the front of this form. Purchaser shall pay R+W America, L.P. (R+W) a late penalty on all amounts past due computed at an eighteen percent (18%) annual rate of interest. Purchaser shall be liable for any and all costs and expenses arising out of, or in connection with, efforts by R+W America, L.P. to collect any unpaid amounts hereunder, including, without limitation, attorney or collection agency fees and expenses. No forbearance, indulgence, or delay by R+W America, L.P. in taking any action hereunder shall be deemed a waiver of any rights of R+W America, L.P. under this Agreement.
Prices do not include any federal, state or local taxes, which are in addition to the purchase price and must be paid by Purchaser in United States Dollars. Any and all foreign duties and taxes are the responsibility of Purchaser. Unless Purchaser furnishes R+W America, L.P. with a tax exemption certificate, any sales, use, excise or other similar tax, where applicable, shall be the responsibility of Purchaser and shall be added to the quoted purchase price and invoiced by R+W America, L.P. to Purchaser. The failure of R+W America, L.P. to invoice such taxes does not excuse Purchaser from responsibility for paying the same.
3. Freight and Insurance.
All freight and insurance charges are the responsibility of Purchaser unless as otherwise agreed by R+W America, L.P. and Purchaser in writing.
Upon reasonable advance notice to R+W America, L.P., Purchaser shall have the right to inspect the goods sold hereunder (the "Goods") at R+W America, L.P.'s location during normal business hours prior to time of shipment.
5. Quantity and Delivery.
R+W America, L.P. shall have the right to increase or decrease the quantity of the Goods stated in this Agreement, provided that fifteen (15) days prior written notice of such election is given by R+W America, L.P. to Purchaser. Unless otherwise stated on the front of this form, the purchase price is F.O.B. Place of Shipment and excludes skidding or crating for shipment.
6. Limited Warranty.
The Goods sold by R+W America, L.P. are warranted by R+W America, L.P. for a period of twelve (12) months from the date of delivery against defects in materials and workmanship. R+W America, L.P. reserves the right to repair any product defects claimed under this warranty or replace any defective product. Product defects or failures resulting from normal wear and tear, incorrect product use or product mishandling are expressly excluded from coverage under this warranty. This limited warranty is subject to the following:
(a) THIS LIMITED WARRANTY SET FORTH IN THIS SECTION 6 IS IN LIEU OF, AND R+W AMERICA, L.P. DISCLAIMS AND EXCLUDES, ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) Failure of Purchaser to make any claim under this warranty within twelve (12) months from the date of delivery of the subject Goods shall be conclusive evidence of R+W America, L.P.'s fulfillment of its warranty obligations.
7. Non-Liability of Seller.
R+W America, L.P. shall not be liable for its failure to perform hereunder, due to any contingency beyond its reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, government laws, regulations, ordinances or codes, inability to obtain material or equipment and any similar or different contingencies. In no event whatsoever shall R+W America, L.P. or any of its shareholders, directors, officers, successors and assigns, be liable to Purchaser or any of its shareholders, directors, officers, successors and assigns, for any loss or damages or any kind (including, but not limited to, damages for loss of revenue or profits, cost of capital, claims of customers for service interruptions or failure of supply, or costs and expenses incurred in connection with labor, overhead, transportation, installation or removal of products or substitute facilities or supply sources, even if R+W America, L.P. shall have been advised of the possibility of such damages), whether direct, incidental, consequential, exemplary, special or otherwise relating an any way to this Agreement or acts of omissions in connection herewith, regardless of whether R+W America, L.P. may be wholly, concurrently, partially, jointly or solely negligent or otherwise at fault.
8. Purchaser's Responsibility and Indemnity.
It shall be Purchaser's responsibility to ensure that any goods purchased from R+W America, L.P. are installed and operated in a proper and safe manner. Purchaser also acknowledges that it may have to install or change guards, safeties, warnings or other components to ensure that the Goods will conform to all laws, regulations, ordinances, codes, insurance requirements and industry standards. Purchaser shall bear and pay all expenses, losses and damages that may arise from the transportation of the Goods after they shall have been delivered by R+W America, L.P. to the Place of Shipment, and all losses, damages, debts and liabilities incurred by Purchaser in connection with the sale of the Goods and every other expense relating or incidental thereto, except such costs, damages or expenses as may arise from any action or proceeding brought against Purchaser with respect to the title of R+W America, L.P. to the Goods and R+W America, L.P.'s right to sell and advertise the same. Purchaser agrees to defend, indemnify and hold harmless R+W America, L.P. from and against all suits, claims, costs, damages and expenses, including, but not limited to, reasonable attorneys fees, arising out of, or in connection with, the transportation, purchase, ownership or use of the Goods.
Purchaser acknowledges that these are the only terms and conditions of sale, are intended by the parties as a complete and exclusive statement of the terms of their agreement, supersede all prior agreements, written or oral, and upon issuance of R+W America, L.P.'s invoice or acknowledgment will become part of that invoice or acknowledgment. No course of prior dealings between the parties, no usage of the trade, nor any forms submitted by Purchaser containing different or conflicting terms shall be part of this Agreement nor shall they be relevant to supplement or explain any term herein. Acceptance or acquiescence in a course of performance rendered shall not be relevant to determine the meaning of any agreement with R+W America, L.P. even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity of objection. Whenever a term defined by the Uniform Commercial Code ("Code") is used herein, the definition contained in the Code shall control. Any variation from the terms hereof contained in Purchaser's acceptance is hereby rejected. This Agreement of which these terms are a part can be modified or rescinded only by a writing signed by both parties or their duly authorized agents.
All quotations are made for immediate acceptance and are subject to withdrawal, change and prior sale at any time and without notice.