1. General. All references in the following to “Seller” shall mean RGEES, LLC and all subsidiary and affiliated companies. All references to “Buyer” shall mean a buyer of RGEES, LLC product or products. The terms and conditions stated herein (“Terms”) apply to all products and orders accepted by RGEES, LLC. RGEES, LLC objects to any terms or conditions that are different from or additional to these Terms. RGEES, LLC’s acceptance of an order is expressly conditioned on the Buyer’s acceptance of these Terms. Any change in these Terms must be agreed to in writing and signed by a agent of RGEES, LLC.
2. Freight, Shipping, and Risk of Loss. The Buyer is responsible for all freight and other delivery charges. Freight and other delivery charges may be paid by RGEES, LLC and charged to the Buyer. Shipping and delivery dates are estimates only, and time is not of the essence. The risk of loss, theft, destruction, or damage to any product shall pass to the Buyer F.O.B point of shipment. If a product is damaged in transit, the Buyer’s sole recourse is to file a claim with the appropriate carrier.
3. Terms of Payment, Credit and Late Payment Penalties. Product prices do not include freight, taxes or duties and are subject to correction or change without notice. Payment terms are 100% advance with Purchase Order. Terms of Net thirty (30) days from the date of the applicable invoice is available with approved credit. RGEES, LLC may at any time and for any reason, without explanation, revoke or reduce, all credit extended, including limits of such credit. For all overdue amounts, late fees will be charged at the rate of one and one-half percent (1.5%) for each month or part thereof that the amount remains unpaid. The Buyer shall be liable for all costs and expenses, including but not limited to attorney’s fees, incurred by RGEES, LLC in the collection of any amount owed by the Buyer.
4. Taxes. The Buyer is responsible for the payment of any applicable sales, use, excise, or other applicable tax. Buyer shall indemnify, defend, and hold RGEES, LLC harmless from any and all claims for such taxes.
5. Detention Policy: Seller may, from time to time, specify free unloading time allowances and detention charges, which it has negotiated with its common carriers. Demurrage charges resulting from the use of common carrier equipment will be charged to the buyer by the common carrier (or by Seller if Seller is billed by carrier) if demurrage charges were incurred through the fault of buyer.
6. Limited Warranty. RGEES, LLC warrants that its encapsulated products, will be free from defects in materials and workmanship for a period of one (1) year from the date of shipment. RGEES, LLC’s sole obligation for any defective product shall be at RGEES, LLC’s option, to either replace the defective product or issue credit to the Buyer for the purchase price of that product. This limited warranty excludes any product failures or defects caused after shipment by: use in improper applications, condition, or in conjunction with improper materials, improper installation, failure to adhere to instructions, concerning the proper handling, installation, use and testing of the product, any other improper activities not listed above or damage caused by the fault or negligence of the Buyer.
RGEES, LLC DOES NOT WARRANTY BULK PCMs.
7. Disclaimer: SELLER WARRANTS THAT THE PRODUCT SOLD SHALL MEET SELLER’S STANDARD SPECIFICATIONS OR OTHER MUTUALLY AGREED WRITTEN SPECIFICATIONS. OTHER THAN THE FOREGOING, SELLER MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY OR FITNESS FOR USE, OR FITNESS FOR ANY SPECIFIC PURPOSE, EVEN IF KNOWN TO SELLER.
8. Buyer’s Inspection. Buyer shall carefully inspect all deliveries as they are received and report to RGEES, LLC promptly—but in any event no later than thirty (30) calendar days after receipt of shipment—any alleged error, shortage, defect or nonconformity. Buyer’s failure to inspect and report shall constitute a waiver of any claim for any error, shortage, defect, or nonconformity which could have been discovered by such an inspection.
9. Returns. Written authorization to return products must be obtained prior to any such return. Any returned product must be shipped to RGEES, LLC, freight prepaid, at the Buyer’s risk.
10. Hazard Warning Responsibility: Buyer acknowledges that it has been adequately warned by Seller of the risks associated with handling, using, transporting, storing, and disposing of the product, including, without limitation, those set forth in Sellers Material Safety Datasheets for products (MSDS), and that buyer is familiar with the Product. Buyer further acknowledges its separate and independent knowledge of such risks, which are known in Buyers industry. Buyer shall maintain compliance with all safety and health related government requirements concerning Product shall take all reasonable and practical steps to inform, warn, familiarize its employees, agents, contractors, and customers with all hazards associated with the Product, including handling, shipment, storage, use and disposal.
11. Limitation of Liability. RGEES’ liability on any claim of any kind, including, without limitation, negligence,with respect to goods or services shall in no case exceed the purchase price of the good or service or part thereof which gives rise to the claim. IN
NO EVENT SHALL RGEES, LLC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ECONOMIC DAMAGES), OR FOR DAMAGES IN THE NATURE OF PENALTIES.
Buyer shall indemnify, hold harmless and at sellers option, defend seller, and its employees and agents, from all claims
for loss, cost, or damages (including reasonable attorneys fees), that may be made, by any person or entity, (including buyer and its employees and agents, and any third party) arising from any matter relating to (A) any breach or misrepresentation by buyer under this sales order, (B) product that conform to the specifications established hereunder, or (C) the operator or conduct of the buyers business; provided, however that buyers obligations hereunder shall be proportionately reduced to the extent caused by seller's negligence. Buyers obligations hereunder shall not be limited by applicable workers compensation laws, and shall survive the fulfillment of this sales order.
Seller will indemnify, hold harmless, and at Buyers option, defend buyer, and its employees and agents, from all claims for loss, cost, or damages (including reasonable attorneys fees), that may be made, by any person or entity, (including buyer and its employees and agents, and any third party) arising from any matter relating to (A) any breach or misrepresentation by seller under this sales order, (B) product that conform to the specifications established hereunder, or (C) the operator or conduct of the sellers business; provided, however that sellers obligations hereunder shall be proportionately reduced to the extent caused by buyer's negligence. Sellers obligations hereunder shall not be limited by applicable workers compensation laws, and shall survive the fulfillment of this sales order.
13. Force Majeure. RGEES, LLC shall not be liable for or be deemed to be in default on account of any failure to perform if such failure is caused, in whole or in part, by any force majeure event, including but not limited to Acts of God, labor disruptions, war or act of terrorism, governmental decrees or controls, insurrections, epidemics, material shortages, fire, accident, explosion, inability to obtain equipment, power, raw material, labor, containers, shipping services, in case of priority or distribution orders, national defense requirement oranyothercircumstanceorcausebeyondthereasonablecontrolofRGEES,LLC.
14. Arbitration. Any and all controversies or claims arising out of these Terms or the transaction to which they relate shall be resolved by arbitration, in Asheville, NC. Such arbitration shall be conducted in accordance with the then applicable rules of the American Arbitration Association. The arbitration award shall be final and binding upon the parties and judgment thereon may be entered in any court having jurisdiction. Any claim must be filed within six (6) months of the alleged breach.
11. Waiver and Modifications. No delay or omission by RGEES, LLC in exercising any right under these Terms or applicable law shall operate as a waiver of that or any other right. A waiver or consent given on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
12. Invalid Term. Whenever possible, each term and condition of these Terms shall be construed so as to be valid under applicable law. In the event that any term or condition shall be held to be unenforceable, the remaining term and conditions shall be unaffected and continue in full force and effect.
13. Entire Agreement. These Terms state the entire agreement between the parties with regard to the Buyer’s purchase of products from RGEES, LLC. There are no agreements, representations or warranties other than those set forth herein.
14. Governing Law. These Terms and the transaction to which they relate shall be governed by the laws of the State of North Carolina as applied to contracts wholly performed in such State. The headings in these Terms are for convenience only and shall not be otherwise considered.
15. Administration. RGEES, LLC reserves the right to revise these Terms without notice at any time.