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Terms and Conditions  
Terms and Conditions

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.

1. Prices
(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 60 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 RLWS the right to alter 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 the Customer shall at all times remain with the Customer.

(b) RLWS does not carry fire insurance upon jigs, fixtures and tooling built by RLWS for Customers or supplied to RLWS 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 the 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. The 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 RLWS 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. The 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 10 percent 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 the Customer.

(e) In the event any raw material specified for incorporation into the product covered by this proposal shall become unavailable, RLWS shall notify the Customer and the Customer may direct RLWS to substitute available material for that originally specified, it being understood and agreed that the Customer shall assume any and all consequences resulting from such substitution.

4. Patents
If this quotation covers parts made specifically for the Customer, the 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.

5. Software
Unless specifically otherwise stated, any and all software associated or part of any product sold, loaned on trial or demonstration to the Customer is to be considered proprietary to RLWS. The 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 RLWS are not subject to cancellation, change or reduction in amount, or suspension of deliveries except with RLWS’s consent and upon terms that indemnify RLWS 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. The Customer agrees to pay for all tooling charges caused by changes in design or specifications. Terms and Conditions www.ricelake.com | Phone: 800-472-6703 19 TABLE OF CONTENTS An ISO 9001 Registered Company © 2015 Rice Lake Weighing Systems 01/15 Prices and specifications subject to change without notice. Visit ricelake.com for current prices.

(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 10 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 30 days, and provided they have not been altered or defaced in any way.

7. Tooling and Designing
(a) In consideration of the engineering service necessary in the designing of jigs, fixtures and tooling not being charged for, but being quoted on the basis of labor and material only, and not at their fair market value, such jigs, fixtures and tooling shall remain in our possession for at least one year. Thereafter, the Customer desiring delivery of such jigs, fixtures and tooling shall pay an engineering charge of 50 percent of the original price of said jigs, fixtures and tooling and accept same as is.

(b) When requested, we will submit suggestions concerning design and construction of parts, but we will not accept responsibility of liability for the practicability of these suggestions if adopted by the Customer.

8. Delivery and Adjustment to Price
(a) If the Customer requests that the goods be manufactured and shipped on a date (or dates) earlier than originally agreed to by RLWS and the Customer, and RLWS agrees to the earlier date (or dates), any increase in the cost of performance incurred by RLWS resulting from earlier manufacture and shipment will be included in an adjustment of the purchase price to be made by RLWS and will be paid by the Customer.

(b) Should shipments be held beyond scheduled date for convenience of the Customer, goods will be billed and charges will be made for warehousing, trucking, and other expenses incident to such delay. Reasonable and sufficient care is taken by RLWS in crating its goods. RLWS cannot be held responsible for breakage after having received “in good order” receipts from the transportation carrier. All claim for loss and damage must be made by the Customer to the carrier, but we will assist insofar as practical in securing satisfactory adjustment of such claims.

9. Payment and Liens
(a) All invoices shall be due and payable when submitted for payment in accordance with the revisions of RLWS terms. No withholding of funds, back charges or credits against amounts otherwise due to RLWS will be permitted unless specifically agreed to in writing by RLWS. Settlement of any amounts due Customer will be negotiated as separate items and not as offsets against amounts otherwise due to RLWS from the Customer for products sold hereunder.

(b) Any unpaid account for work done shall constitute a lien on any jigs, fixtures, manufactured parts, and raw materials in RLWS possession. In the event any account remains open and unpaid for 90 days, RLWS reserves the right to use the Customer’s jigs and fixtures to make parts therefrom, and to sell or dispose of manufactured parts and raw materials.

(c) The Customer shall not assign or transfer any rights or obligations arising from this proposal, or monies payable thereunder, without the prior written consent of RLWS, and any such assignment or transfer made without such written consent shall be deemed null and void.

10. Additional Provisions
(a) Errors—Stenographic and clerical errors are subject to correction.

(b) These terms and conditions constitute the entire contract between the Customer and RLWS, transcending any oral arrangements or representations which may be inconsistent therewith.

(c) This quotation is made under and shall be governed by the laws of the state of Wisconsin.

11. Resale of Rice Lake Weighing Systems Products
In order to ensure compliance with the U.S. Export Administration Regulations we ask you to comply with the following:
(a) The Customer shall not export or re-export Rice Lake Weighing System products, either directly or indirectly, in contravention of any applicable law, statute or regulation and will first obtain any required licenses or authorizations from the relevant government authority when necessary as prescribed by law.

(b) The Customer confirms that it is familiar with and complies with the relevant national and international export control regulations and embargo regulations. The Customer furthermore confirms that it is in particular familiar with and complies with the U.S. Department of Commerce, Export Administration Regulations; U.S. Department of Treasury, OFAC Sanctions; the U.S. Department of Defense, ITAR requirements and the U.S. Department of State regulations.

(c) If deemed necessary, Rice Lake Weighing Systems, in individual cases may make further requests from the Customer for information required for export compliance.

(d) Should it be necessary for the Customer to obtain an export license from the appropriate authorities pursuant to the aforementioned regulations, the Customer shall apply for such a license autonomously and at their own expense.

The foregoing warranties are exclusive and in lieu of all other express and implied warranties whatsoever, including but not limited to implied warranties of merchantability and fitness for a particular purpose. RLWS shall not be subject to any other obligations or liabilities whatsoever with respect to parts manufactured or supplied by RLWS or services rendered by it.

Anything herein to the contrary notwithstanding, RLWS shall not be liable for incidental and consequential damages, and in substitution for all remedies which the Customer may have under any applicable law. The Customer’s sole and exclusive remedy against RLWS for any breach of warranty or any other breach relating to goods delivered pursuant hereto shall be for repair or replacement (at RLWS’s option) of the goods or parts effected by such breach.

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