Rieger Flow Products, LLC’s (“Seller”) sale to you (“Purchaser”) is limited to and expressly made conditional on your assent to the terms and conditions of sale herein. As such, acceptance is limited to said terms and conditions and Seller herby objects to any additional or different terms which may be contained in any of Purchaser’s purchase orders, acknowledgements or other form of correspondence. This Agreement, when accepted by Purchaser explicitly, by acceptance of the Goods or services or otherwise, shall constitute the entire agreement between the Purchaser and the Seller on the subject hereof, superseding all prior or written communications and negotiations.
2. TECHNICAL DOCUMENTS:
Unless otherwise agreed upon in writing, signed by both parties, prices stated and products offered in brochures and catalogues are not binding. Further, both parties acknowledge and agree that all content in any brochure and/or catalogue (and any intellectual property rights which exist in the same), including, but not limited to, any text, graphics, images and their selection and arrangement, belongs to the party which produced such brochure and/or catalogue. The brochure/catalogue content (either in whole or in part) may not be copied, re-directed or disclosed to third parties (whether commercial or not commercial) without the express written consent of the party that produced the brochure/catalogue.
Unless otherwise specified in writing, all quoted prices are firm for thirty (30) days from the date of quotation. Stenographic, clerical or mathematical errors are subject to correction. Any and all additional charges, such as, but not limited to, freight charges, insurance premiums, import and/or export fees, transit permits and certifications shall be paid by Purchaser. Likewise the Purchaser shall pay any and all taxes, fees, levies, customs, duties, and the like which are levied out of or in connection with this Agreement, or shall refund them to the Seller against appropriate verification of the Seller having become liable for them.
4. TERMS OF PAYMENT:
Unless otherwise agreed in writing, payment for Goods and/or services shall be due net 30 days from delivery. All amounts due but not yet paid within the previously stated time frame are subject to 1.5% service charge accrued monthly. Seller reserves the right at any time to suspend credit or to change the credit terms provided herein, when, in Seller’s sole opinion, the Purchaser’s financial condition so warrants. Failure to pay invoices when such invoices are due and payable shall make all subsequent invoices immediately due and payable irrespective of terms, and Seller may withhold all subsequent deliveries until the full account is settled. Seller shall in no way be liable for delay of performance or nonperformance of this Agreement in whole or in part subsequent to such event.
5. DELIVERY DATE:
Dates for the furnishing of services and/or delivery or shipment of equipment and parts are an estimate only and are subject to change. Seller shall not be liable, directly or indirectly, for any delay in or failure to deliver caused by carriers or delays caused by labor difficulties, shortages, strikes, or stoppages of any sort, failure or delay in obtaining materials from ordinary sources, fires, floods, storms, accidents, or other acts of god or force majeure, by any statute, regulation, administrative order or decree or an order, judgment or decree of a court of law or other causes beyond the Seller’s reasonable control. Unless otherwise specifically agreed in writing by Seller, in no event shall Seller be liable for any damages or penalties whatsoever, or however designated, resulting from Seller’s failure to perform or delay in performing due to any of the aforementioned causes.
6. RISK OF LOSS:
Seller assumes no liability related to loss or damage of equipment and/or parts that may occur during transit. All costs for insuring equipment and/or parts shall be obtained by and paid for by the Purchaser. Regardless of shipping terms, all risk of loss or damages to equipment and/or parts, after shipment by Seller, shall be borne by Purchaser unless agreed to otherwise in writing.
7. INSPECTION AND ACCEPTANCE OF EQUIPMENT, PARTS AND SERVICES:
Consistent with normal practice, the Seller shall inspect the equipment and/or parts (“Goods”) before dispatching them to the Purchaser. If Purchaser requests further testing, such must be agreed to in writing and paid for by the Purchaser. The Purchaser shall inspect the Goods and services within three (3) business days of the later of (1) receipt of such Goods or (2) the completion of such services contracted to be performed. Purchaser acknowledges and agrees that three (3) business days constitutes a reasonable opportunity to inspect for purposes of Article 2—2-513 and 2-606 of the Uniform Commercial Code. If the Purchaser wishes to reject the Goods and/or services provided by Seller either in whole or in part due to nonconformance, then Purchaser must notify the Seller in writing of such rejection (“Notice of Rejection”)
and the Notice of Rejection must be received by the Seller within four (4) business days of the later of (1) receipt of such Goods or (2) the completion of such services contracted to be performed (for purposes of this section, notice via facsimile or email shall be deemed sufficient if Purchaser has a confirmation of receipt by the Seller). Purchaser acknowledges and agrees that four (4) business days constitutes a reasonable time for rejection for purposes of Article 2—2-606 of the Uniform Commercial Code. If the Purchaser fails to provide Notice of Rejection within four (4) business days of the later of (1) receipt of such Goods or (2) the completion of such services contracted to be performed, then the Purchaser shall be irrefutably deemed to have accepted the Goods and/or services. In its Notice of Rejection, Purchaser shall state in detail the reason for such rejection. Within five (5) business days of receipt of the Notice of Rejection, Seller shall notify the Purchaser, in writing, whether it intends to cure the deficiencies cited in the Notice of Rejection or cancel this Agreement and remove the Goods. The Seller shall make the determination as to whether to cure the deficiencies in its sole and absolute discretion. If Seller fails to provide Purchaser with written notice of its intent to cure within five (5) business days of receipt of the Notice of Rejection, then the Seller shall be deemed to have rescinded this Agreement. Upon rescinding this Agreement, the Seller shall remove all Goods installed and shall reimburse Purchaser any prepayments made.
8. BREACH, DEFAULT AND TERMINATION:
Unless stated otherwise in this Agreement, the following provisions govern breach by a party: a. Breach By Purchaser. If Purchaser (I) fails to pay any outstanding charges within net thirty (30) days after invoice date (unless both parties agree otherwise in writing), or (II) fails to comply with any other material term or condition of this Agreement or fails to cure any other breach of this Agreement within thirty (30) days after receipt of notice of such breach from Seller, Purchaser shall be in default and Seller may, at its option, take any or all of the following actions: (a) in compliance with state, law, terminate this Agreement or any portion thereof; (b) commence action to collect all sums then due or that subsequently become due to Seller; and (c) take any additional steps permitted by law. b. Breach By Seller. If Seller fails to comply with any material term or condition of this Agreement (other than delivery of nonconforming Goods as described in paragraph 7 herein), and fails to cure its breach of any material term or condition of this Agreement within thirty (30) days after Seller’s receipt of written notice from Purchaser of such breach, Purchaser may terminate this Agreement and Purchaser shall have no further obligation to Seller for payment for the Goods or services directly relating to such breach. This subsection states Purchaser’s exclusive remedy for a breach by Seller. c. Other Issues On Termination. In the event Seller initiates litigation under this Agreement, then unless Purchaser prevails in such litigation by order or judgment, Seller shall be entitled to recover its reasonable attorney’s fees and other costs of
9. CANCELLATION AND CHANGES:
Orders which have been agreed to by the Seller and the Purchaser are not subject to cancellation or changes in specification, except upon the subsequent written agreement signed by the Purchaser and the Seller and upon terms that will indemnify Seller against all losses resulting from or arising out of such cancellation or change in specifications. In the absence of such indemnification, the Seller shall be entitled to recover all damages and costs of whatever nature permitted by law.
10. WARRANTIES AND LIMITATION OF LIABILITY:
Seller shall use reasonable efforts to transfer to the Purchaser any existing manufacturers’ and/or suppliers’ guarantees and/or warranties. To
the extent such warranties are assignable, the Seller hereby assigns to the Purchaser all warranties and/or guarantees that were granted
to the Seller by supplies and/or manufacturers of any equipment or part sold to the Purchaser.
EXCEPT FOR THE SUPPLIERS’ AND MANUFACTURERS’ WARRANTIES STATED ABOVE, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS AND SERVICES PROVIDED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION. NOTWITHSTANDING ANY OTHER CONTRARY PROVISION IN THIS AGREEMENT, PURCHASER FULLY, FINALLY, AND FOREVER RELEASES AND DISCHARGES, AND FURTHER AGREES TO INDEMNIFY
AND DEFEND, SELLER, ITS SUCCESSORS AND ASSIGNS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, OBLIGATIONS, DEMANDS, DAMAGES, CAUSES OF ACTION, LIABILITIES, LOSSES, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ AND EXPERT FEES, WHETHER NOW KNOWN OR HEREAFTER KNOWN, FORESEEN OR UNFORESEEN, THAT PURCHASER OR ANY OF ITS CUSTOMERS HAD, HAS, OR MAY HAVE IN THE FUTURE, IN LAW OR IN EQUITY (THE “CLAIM”) THAT ARE ATTRIBUTABLE TO:PAYMENT
FOR GOODS SHIPPED AND/OR SERVICES PERFORMED, DELIVERY OR DELIVERY TERMS INCLUDING TIMELINESS OF DELIVERY AND LOST OR STOLEN SHIPMENTS, AVAILABILITY OF GOODS AND/OR EQUIPMENT, SAFETY/CONDITION OF GOODS AND/OR EQUIPMENT SHIPPED; OR BODILY INJURY, SICKNESS, EMOTIONAL DISTRESS, DISEASE, DEATH, OR ANY OTHER PERSONAL INJURY OR ADVERSE HEALTH EFFECTS; OR INJURY TO OR DESTRUCTION OF TANGIBLE PERSONAL PROPERTY, INCLUDING LOSS OF USE THEREOF, ARISING OUT
OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE GOODS, EQUIPMENT AND/OR SERVICES PROVIDED BY SELLER, WHETHER OR NOT THE CLAIM IS CAUSED BY, IN WHOLE OR IN PART, SELLER’S BREACH OF THIS AGREEMENT OR ANY ACT OR OMISSION OF SELLER, ITS SUCCESSORS AND ASSIGNS, OFFICERS, EMPLOYEES, AND AGENTS, IN THEIR PERFORMANCE UNDER THIS AGREEMENT. LIMITATION OF
LIABILITY: THE ENTIRE LIABILITY OF SELLER FOR ALL CLAIMS OF WHATEVER NATURE ARISING OUT OF THIS AGREEMENT AND NOT CAUSED IN WHOLE OR PART BY PURCHASER OR ANY THIRD PARTY, SHALL NOT EXCEED THE CONTRACTUAL AMOUNT FOR THE DELIVERY OF THE EQUIPMENT, PARTS AND/OR THE PERFORMANCE OF SERVICES STATED IN THIS AGREEMENT. THE REMEDIES SET OUT IN THIS AGREEMENT ARE THE EXCLUSIVE REMEDIES AVAILABLE TO THE PARTIES.
11. REGULATION IN FORCE IN THE PLACE OF DESTINATION:
Purchaser shall, prior to placing an order, notify the Seller in writing of the standards and regulations applicable to the delivery and installation of the equipment and parts, to the operation of the plant as well as the health and safety of personnel. Unless otherwise agreed to in writing, the equipment, parts and services, shall comply with those standards and regulations at the place of business of the Purchaser, in accordance with the written notification supplied by Purchaser.
Purchaser, for a period of two (2) years from the date of this Agreement shall treat as confidential all technical information and drawings supplied by Seller both prior to and after execution of this Agreement and delivery of the equipment or services.
All drawings, designs and specifications (and all intellectual property rights connected to such) supplied in connection with any proposal or this Agreement by the Seller shall remain the property of the Seller. Such drawings, designs, and specifications have been furnished in order that the proposal or this Agreement may be fully documented and on condition that the drawings, designs and specifications shall not be reproduced or copied in any manner whatsoever, in whole or in part, except for the internal use as necessary to consider the proposal or this Agreement, and on further condition that, as Seller’s sole property, they shall not be used, in whole or in part, for furnishing information to others or for any purpose not specifically authorized in writing signed by the Seller. These ownership provisions shall not be superseded by any printed form used in connection with or arising out of a sale induced by this proposal.
14. APPLICABLE LAW AND FORUM FOR RESOLUTION:
The rights and duties of the parties shall be governed by the Laws of the State of Wisconsin, without giving effect to the provisions thereof
relating to conflict of laws. Any dispute or disagreement between the Seller and the Purchaser arising out of this Agreement shall be litigated in the Circuit Court of Kenosha County, Wisconsin; and the Purchaser hereby acknowledges and agrees that it is subject to the
personal jurisdiction of such court. Further Purchaser hereby waives any claim that the Circuit Court of Kenosha County is not a convenient
forum or lacks personal jurisdiction over the Purchase. THE PURCHASER HEREBY WAIVES ITS RIGHT TO A JURY TRIAL.
15. GRANT OF A SECURITY INTEREST:
By execution of this Agreement, the Purchaser grants the Seller a security interest in all goods, equipment and fixtures sold pursuant to this Agreement. Said security interest is granted to secure Purchaser’s payment for such goods, equipment and fixtures delivered pursuant to this Agreement. Buyer appoints Seller its agent, to take all such action and to execute all such documents and instruments as may be necessary or reasonably requested by Seller to perfect and continue Seller’s perfected security interest hereunder.
User of www.valves-us.store has reviewed and is in agreement with the Terms and Conditions of Sale.
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