Standard Terms of Sale
All sales of products, goods, and services by R2R Engineering, LLC. will be governed by the following terms.
STANDARD TERMS OF SALE OF R2R ENGINEERING, LLC AND ITS SUBSIDIARIES
1. Except as otherwise agreed to by the parties in writing, the following terms and conditions apply to ALL sale of goods or services by R2R Engineering, LLC to the “Purchaser”.
2. Terms. R2R’s sale is limited to the terms herein and any additional or different terms or conditions in Purchaser's purchase order or any other agreement or understanding are deemed to be material alterations and are rejected and not binding upon R2R. R2R’s acceptance of Purchaser's purchase order is expressly conditional upon Purchaser’s acceptance of these terms
3. Payment. All payments must be made in U.S. Dollars to R2R’s address or bank account indicated in R2R’s invoice within 30 days of the invoice date or as otherwise agreed to by the parties in writing. In the event of a partial shipment, R2R may issue an invoice corresponding to the amount of product(s) and value of the respective partial payment. Payments must be accompanied by remittance detail containing at the minimum the invoice number and amount paid per invoice. Payment must be in accordance with the “Remit To” field on each invoice if applicable. R2R reserves the right to collect on any inaccurate invoices. Payment by Purchaser shall not be construed as an express or implied grant of any rights under any of R2R’s patents to make, use or sell the products, except the right to use the products for the purpose for which they are sold by R2R. Purchaser will not set off any invoiced amounts against sums that are due or may become due from R2R. In addition to other lawful remedies R2R may at its option: (a) withhold performance until all delinquent amounts and late interest, if any, are paid; (b) repossess products for which payment has not been made; (c) charge interest on delinquent amounts at the lower of 1.5% per month or the maximum rate permitted by law, for each full or partial week; (d) recover all costs of collection, including but not limited to reasonable attorney’s fees; or (e) combine any of the above rights and remedies as may be permitted by applicable law.
4. Taxes. Any taxes or governmental charges, other than taxes imposed on R2R’s net income, will be paid directly by Purchaser, or, if paid by R2R, promptly reimbursed to R2R.
5. Delivery. Unless the parties otherwise mutually agree in writing on the transfer of tItle of the products, for products shipped outside the country of R2R’s designated shipping site, title to the products will pass from R2R to Purchaser at the point at which the products leave the dock at R2R. Unless the parties otherwise mutually agree in writing, shipping terms on every sale of products is Ex Works. Unless the parties otherwise mutually agree in writing all responsibilities and ownership of products produced by R2R and sold to Purchaser are transferred to the Purchaser once the products leave R2R’s dock. Deliveries may be made on or before the requested delivery date and may be made in partial shipments. Claims for shipments must be made in writing to R2R within 20 clays after delivery otherwise all products are deemed delivered and accepted.
6. Termination. No purchase order may be terminated for convenience or rescheduled without R2R’s prior written consent. Either party can terminate a purchase order for cause upon (a) the other party’s failure to cure a breach of these terms within 30 days after written notice from the non-breaching party, or (b) the other party’s bankruptcy, insolvency, dissolution or receivership proceedings.
7. Product Warranty. Subject to the limitations of Section 9, R2R warrants that at delivery the products are of merchantable quality. As the exclusive remedy for breach of this warranty, R2R will at its option replace or repair the defective products at Purchaser's destination, repair the defective products at any R2R location, or refund the price paid by Purchaser for the defective products. R2R will have no liability for products which have been consumed, which have been misused or subjected to detrimental exposure or accident or which have been treated or modified in a manner contrary to R2R’s instructions. Claims are not allowed unless made in writing within 1 month after delivery of products. Purchaser assumes all risks and liabilities resulting from any use of the products. R2R MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED REGARDING THE PRODUCTS, INCLUDING FITNESS FOR A PARTICULAR PURPOSE.
8. Services. Subject to the limitations of Section 9, R2R warrants that R2R services, if any, will be performed according to accepted industry practices. As the exclusive remedy for breach of this warranty, R2R will reperform at its expense the services in respect of which such breach has occurred. Claims are not allowed unless made in writing within 1 month after the completion of the services in question.. Purchaser is solely responsible for the detailed design, procurement, construction, operation and maintenance of the facilities for which R2R’s services are furnished. R2R will not be liable for, and Purchaser will indemnify R2R for, any bodily injury or death or property damage (including loss) arising out of any services unless caused by the willful misconduct or gross negligence of R2R. R2R MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING SERVICES.
9. Limitation of Liability. (a) The exclusions in this Section 9 are independent of and will survive any failure of the essential purpose of any limited remedy arising from the purchase and these terms. (b) NEITHER PARTY IS LIABLE FOR DAMAGE TO THE PROPERTY OF THE OTHER PARTY UNLESS CAUSED BY ITS WILLFUL MISCONDUCT. (c) IN NO EVENT WILL R2R BE LIABLE FOR SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS AND LOSS OF USE EVEN IF R2R IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. This Section will apply whether the cause of action relates to these terms or arises out of the products or services furnished by R2R under these terms, and will apply regardless of the legal theory (tort or contract) upon which the action is based. (d)
R2R’S LIABILITY WILL NOT EXCEED THE PURCHASE PRICE RECEIVED BY R2R FROM PURCHASER.
10. Mutual Indemnity. Subject to the waivers in Section 15, each party shall defend and hold harmless the other party from any claim, asserted against the indemnitee by any third party (including, without limitation, R2R’s and Purchaser's employees) for personal injury or for property damage and resulting from the indemnitor's negligence or willful misconduct hereunder. Where the personal injury or property damage is the result of the joint negligence or willful misconduct of R2R and Purchaser, the indemnitor’s responsibility under this Section 10 will be in proportion to its allocable share of this joint negligence or willful misconduct. To the extent necessary for the parties to fulfill their obligations under this Section, each party waives its defenses under any applicable Workman’s Compensation Statute or Regulations.
11. Force Majeure. Neither R2R nor Purchaser will be liable for its failure to perform hereunder (except failures or delays in making payment) if performance is made impracticable due to a force majeure event including acts of God; ties, floods; wars; sabotage; pandemics; accidents; labor disputes or shortages; laws, ordinances, regulations: inability to obtain raw material, equipment or transportation; inability to produce products and any other occurrence beyond its reasonable control. The date of delivery or performance will be extended by the period of time R2R is delayed in delivery or performance by the force majeure event. Neither party will be required to settle strikes, lockouts, or other labor difficulties contrary to its best interest; nor will R2R be obligated to purchase products from others in order to enable delivery of products to Purchaser.
12. Restrictions on Use and Disclosure.
(a) Products and services that are proprietary to R2R must be used only for the purpose for which they are furnished and will not be used for any other purpose or transhipped to any other destination without R2R’s prior written consent. Except as authorized by R2R in writing, Purchaser will not (i) analyze products, (ii) furnish samples of products to others, (iii) disclose to others any technical information furnished to Purchaser, directly or indirectly, such as data, drawings, specifications and other information embodied in or relating to such products or services, or (iv) use the technical information for any purpose other than in connection with the use of such products or services. Assignment or termination of this agreement shall not relieve Purchaser of its obligations under this Section. The R2R technical information will remain R2R’s property.
(b) "Purchaser Data" means all data or other information belonging to Purchaser or parties under Purchaser's control provided directly or indirectly to R2R or obtained by R2R in connection with the use of the products and services to be provided under this agreement.
R2R will use and disclose Purchaser Data only to the extent necessary in the performance of R2R’s business. The Purchaser Data will remain Purchaser's property.
(c) The above restrictions on use and disclosure shall not apply to any of the disclosing party’s information (i) which was developed by the receiving party and was in the receiving party’s possession before the receiving party’s receipt of the disclosing party’s information under these terms; (ii) which was in the public domain before the receiving party’s receipt of the disclosing party’s information under these terms, or which subsequently enters the public domain through no act or omission of the receiving party or (iii) which has been rightfully furnished to the receiving party by a third party without restrictions on disclosure or use. The above exceptions shall not be construed as an express or implied grant of any rights under the disclosing party’s copyrights or patents. An individual feature of the disclosing party’s information shall not be considered to be within the above exceptions merely because the feature is embraced by more general information within the exceptions. A combination of features of the disclosing party’s information shall not be considered within the above exceptions unless the combination itself and its principle of operation are within the exceptions.
13. Personal Data Protection. Each party acknowledges and agrees that it may process certain business contact details relating to individuals engaged by the other party in the performance of that other party’s obligations under this agreement ("Staff”) Each party will take appropriate technical and organizational measures to protect such personal data against any security breaches and shall securely delete it once no longer required for the purposes for which it is processed. Where appropriate and in accordance with the applicable data protection legislation, each party shall inform its own Staff that they may exercise their rights in respect of their personal data against the other party by sending a written request with proof of identity to the other party to the address set forth in this agreement.
14. Recommendations. Any recommendations or assistance provided by R2R as part of services or concerning the use, design, application, or operation of the products will not be deemed representations or warranties of any kind, express or implied, and such information is accepted by Purchaser at Purchaser's own risk and without any obligation or liability to R2R. It is the Purchaser's sole responsibility to determine the suitability of the products for use in the Purchaser's application(s). The failure by R2R to make recommendations or provide assistance will not give rise to any liability to R2R.
15. Waiver of Subrogation. As permitted by the applicable insurance policy, each party waives all claims for recovery from the other party for any bodily injury (including death) to any of its personnel or any loss of or damage to any of its property to the extent of any recovery collectible under its insurance.
16. Miscellaneous. Neither party will assign any interest under these terms without the prior written consent of the other party, except for assignment by a party to a third party acquiring all or substantially all of the assigning party’s business relating to the products or services. Assignment of this Agreement will not relieve the assignor of its obligations under Section 12. R2R reserves the right to subcontract in whole or in part the work provided under this agreement. These terms (including those stated on the opposite side of these terms) are the entire agreement between the parties relating to the subject hereof and supersede all prior agreements or understandings, written or oral. These terms cannot be amended except by mutual written agreement. Each party acknowledges and represents that such party has not relied on any representation, assertion, indemnity, warranty, collateral contract or other assurance, except those set forth herein, made by or on behalf of any other party or any other person or entity whatsoever, prior to the date hereof. The laws of the State of Illinois, U.S.A. will govern, excluding its choice of law provisions. These terms are excluded from the application of the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto. If any of these terms is invalid or unenforceable, the remaining terms will not be affected and in lieu of such term a term as similar to the term as may be valid and enforceable will be added. No failure by either party to enforce any term will be construed as a waiver of such term or of the right to enforce thereafter every term. Only a course of dealing or trade usage contained in these terms is binding on the parties. Terms which by their very nature are intended to survive termination or cancellation or completion of sale will so survive. All stenographic or clerical errors are subject to correction.