Terms and Conditions
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.
(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 sixty 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.
(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 us the right to alter our 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 Customer shall at all times remain with Customer.
(b) RLWS does not carry fire insurance upon jigs, fixtures and tooling built by us for Customers or supplied to us 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 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. 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 us 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. 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 ten percent (10%) 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 Customer.
(e) In the event any raw material specified for incorporation into the product covered by this proposal shall become unavailable, RLWS shall notify Customer and Customer may direct RLWS to substitute available material for that originally specified, it being understood and agreed that Customer shall assume any and all consequences resulting from such substitution.
If this quotation covers parts made specifically for the Customer, 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.
Unless specifically otherwise stated, any and all software associated or part of any product sold, loaned on trial or demonstration to Customer is to be considered proprietary to RLWS. 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 us are not subject to cancellation, change or reduction in amount, or suspension of deliveries except with our consent and upon terms that indemnify us 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. Customer agrees to pay for all tooling charges caused by changes in design or specifications.
(c) Samples submitted shall be deemed approved unless written rejection is received within two weeks of submission.
(d) Manufactured parts will be shipped and billed as they are produced.
(e) Claims for shortage or rejections for defects must be made within ten 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 thirty days, and provided they have not been altered or defaced in any way.