Terms & Conditions of Sale
1. AGREEMENT: This Acknowledgement shall constitute an acceptance by RESISTANCE TEMPERATURE
DETECTOR CO., INC. (aka R.T.D. COMPANY), hereinafter SELLER, to sell and BUYER to buy the goods
outlined herein.
2. DEFAULT AND TERMINATION: SELLER may terminate this order, or any part, for cause in event of any default or failure of BUYER to comply with payment terms on prior order(s), anticipation of Buyer to default or other findings through methodical evaluation of BUYER'S credit history.
3. FORCE MAJEURE: Neither SELLER nor BUYER shall be liable to the other for any failure to perform in accordance with this order if such failures arise out of any cause, or even beyond it's reasonabl control and without it's fault or negligence, including, but not limited to, labor disputes, strikes, fires, acts of God and accidents. In the event the SELLER is restricted in it's ability to perform and/or supply the products as originally contemplated by reason of any event beyond it's reasonable control and without it's fault or negligence, SELLER may postpone the delivery dates or cancel or modify this order in whole or in part to such extent as is reasonable under circumstances without obligation or liability to the BUYER.
4. PRICING: All pricing for the products sold to BUYER is ex-factory, unless otherwise stated, and any additional charges shall be included on the invoice. Such additional charges may include, but not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, and crating. The price specified herein may be revised by SELLER at anytime upon thirty (30) days written notice to BUYER. Such revised price shall become effective on the date specified in SELLER'S notice; unless BUYER, by written notice received by SELLER within ten (10) days of delivery of SELLER'S notice, objects to such revision, states that BUYER is able to purchase products of equal quality and specifications to the product at a lower delivered price from a responsible manufacturer thereof, and furnishes SELLER with written proof satisfactory to SELLER of the bona fide offer of such manufacturer. If BUYER so states and furnishes such proof, SELLER shall thereupon have the right for an additional ten (10) day period to elect to meet such offer. If SELLER so elects, this contract shall be deemed amended accordingly. If SELLER does not elect, BUYER shall thereupon be released from its obligation to purchase the product for the first thirty (30) day period to which the revised price was intended to pertain, and SELLER shall be released from it's obligation to deliver during such period. During this period, SELLER and BUYER shall negotiate in good faith and attempt to reach agreement on the terms under which deliveries shall be resumed thereafter. If no agreement can be reached, the contract will terminate at the end of such period. If SELLER desires to revise the price pursuant to this section, but is restricted to any extent against so doing by reason of any governmental law, regulation, order or action or if the price then in effect under this contract is altered by reason of any governmental law, regulation, order or action, SELLER shall have the right to terminate this contract immediately by written notice to BUYER.
5. PACKAGING: SELLER hereby guarantees to pack the products in such a manner as to be safe from damage or deterioration while in transit or storage under foreseeable conditions. SELLER shall include special packaging marks only if specified by BUYER. If the goods described herein require special packaging for any reason, BUYER shall pay for the additional cost of acquiring and rendering such service.
6. SHIPMENT: In the event shipments hereunder are to be made over a period of time, BUYER shall allow for adequate lead time and shall specify by Purchase Order, or otherwise in writing, to SELLER the quantity, packing and delivery date desired for deliveries of the product during such period. SELLER will endeavor to comply with BUYER'S wishes as so expressed, however, SELLER shall not be liable for delay or short shipment caused by reasons beyond SELLER'S control, and shall not be required to deliver in any month more than the monthly quantity specified, or, if none is specified, more than the pro-rated amount of the total quantity specified. If, in order to comply with BUYER'S delivery date, it becomes necessary for SELLER to use a more expensive method of shipment than specified in this order, any increased transportation costs resulting therefrom shall be paid for by BUYER, unless the necessity for such rerouting or expedited handling has been caused by SELLER. BUYER assumes the responsibility of specifying a shipment address and/or form of delivery, if different from the address and form of delivery stated in this Acknowledgement.
7. DELIVERY: Time is of the essence in the performance of this order, and if delivery of products or rendering of services is cancelled or expedited by BUYER, SELLER reserves the right to charge BUYER with loss incurred or cost increased.
8. PAYMENT: Payment to SELLER shall be according to the payment terms established in BUYER'S Purchase Order and this Acknowledgement statement. If in the case that this Acknowledgement sum is on credit and the payment is at least five (5) days late from the due date, then the sum of this Acknowledgement will accumulate a one and one half (1-1/2%) percent finance charge compounding monthly.
9. WARRANTY: RTD Company warrants that its temperature sensors will be free from defects in materials and workmanship for one year after shipment. THIS WARRANTY IS THE EXCLUSIVE WARRANTY, AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RTD Company will repair or replace any sensor which is found to be defective within one year after shipment, provided the sensor is returned to us, shipping prepaid, within one year after discovery of the defect. This remedy is the exclusive remedy. In no event will RTD Company be responsible for any special, incidental or consequential damages, including but not limited to lost profits, and whether arising out of contract, negligence, or other law.
10. APPLICABLE LAW: The contract shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to that body of law controlling conflict laws.
2. DEFAULT AND TERMINATION: SELLER may terminate this order, or any part, for cause in event of any default or failure of BUYER to comply with payment terms on prior order(s), anticipation of Buyer to default or other findings through methodical evaluation of BUYER'S credit history.
3. FORCE MAJEURE: Neither SELLER nor BUYER shall be liable to the other for any failure to perform in accordance with this order if such failures arise out of any cause, or even beyond it's reasonabl control and without it's fault or negligence, including, but not limited to, labor disputes, strikes, fires, acts of God and accidents. In the event the SELLER is restricted in it's ability to perform and/or supply the products as originally contemplated by reason of any event beyond it's reasonable control and without it's fault or negligence, SELLER may postpone the delivery dates or cancel or modify this order in whole or in part to such extent as is reasonable under circumstances without obligation or liability to the BUYER.
4. PRICING: All pricing for the products sold to BUYER is ex-factory, unless otherwise stated, and any additional charges shall be included on the invoice. Such additional charges may include, but not limited to, shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing, and crating. The price specified herein may be revised by SELLER at anytime upon thirty (30) days written notice to BUYER. Such revised price shall become effective on the date specified in SELLER'S notice; unless BUYER, by written notice received by SELLER within ten (10) days of delivery of SELLER'S notice, objects to such revision, states that BUYER is able to purchase products of equal quality and specifications to the product at a lower delivered price from a responsible manufacturer thereof, and furnishes SELLER with written proof satisfactory to SELLER of the bona fide offer of such manufacturer. If BUYER so states and furnishes such proof, SELLER shall thereupon have the right for an additional ten (10) day period to elect to meet such offer. If SELLER so elects, this contract shall be deemed amended accordingly. If SELLER does not elect, BUYER shall thereupon be released from its obligation to purchase the product for the first thirty (30) day period to which the revised price was intended to pertain, and SELLER shall be released from it's obligation to deliver during such period. During this period, SELLER and BUYER shall negotiate in good faith and attempt to reach agreement on the terms under which deliveries shall be resumed thereafter. If no agreement can be reached, the contract will terminate at the end of such period. If SELLER desires to revise the price pursuant to this section, but is restricted to any extent against so doing by reason of any governmental law, regulation, order or action or if the price then in effect under this contract is altered by reason of any governmental law, regulation, order or action, SELLER shall have the right to terminate this contract immediately by written notice to BUYER.
5. PACKAGING: SELLER hereby guarantees to pack the products in such a manner as to be safe from damage or deterioration while in transit or storage under foreseeable conditions. SELLER shall include special packaging marks only if specified by BUYER. If the goods described herein require special packaging for any reason, BUYER shall pay for the additional cost of acquiring and rendering such service.
6. SHIPMENT: In the event shipments hereunder are to be made over a period of time, BUYER shall allow for adequate lead time and shall specify by Purchase Order, or otherwise in writing, to SELLER the quantity, packing and delivery date desired for deliveries of the product during such period. SELLER will endeavor to comply with BUYER'S wishes as so expressed, however, SELLER shall not be liable for delay or short shipment caused by reasons beyond SELLER'S control, and shall not be required to deliver in any month more than the monthly quantity specified, or, if none is specified, more than the pro-rated amount of the total quantity specified. If, in order to comply with BUYER'S delivery date, it becomes necessary for SELLER to use a more expensive method of shipment than specified in this order, any increased transportation costs resulting therefrom shall be paid for by BUYER, unless the necessity for such rerouting or expedited handling has been caused by SELLER. BUYER assumes the responsibility of specifying a shipment address and/or form of delivery, if different from the address and form of delivery stated in this Acknowledgement.
7. DELIVERY: Time is of the essence in the performance of this order, and if delivery of products or rendering of services is cancelled or expedited by BUYER, SELLER reserves the right to charge BUYER with loss incurred or cost increased.
8. PAYMENT: Payment to SELLER shall be according to the payment terms established in BUYER'S Purchase Order and this Acknowledgement statement. If in the case that this Acknowledgement sum is on credit and the payment is at least five (5) days late from the due date, then the sum of this Acknowledgement will accumulate a one and one half (1-1/2%) percent finance charge compounding monthly.
9. WARRANTY: RTD Company warrants that its temperature sensors will be free from defects in materials and workmanship for one year after shipment. THIS WARRANTY IS THE EXCLUSIVE WARRANTY, AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RTD Company will repair or replace any sensor which is found to be defective within one year after shipment, provided the sensor is returned to us, shipping prepaid, within one year after discovery of the defect. This remedy is the exclusive remedy. In no event will RTD Company be responsible for any special, incidental or consequential damages, including but not limited to lost profits, and whether arising out of contract, negligence, or other law.
10. APPLICABLE LAW: The contract shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to that body of law controlling conflict laws.