RDG STANDARD TERMS AND CONDITIONS OF SALE
1) TAXES The Buyer shall reimburse rdg, LLC for all Taxes, excises or other charges which rdg, LLC may be required to pay to any Government (National, State or Municipal) upon the sale, production or transportation of the products sold hereunder.
2) COMPLIANCE WITH LAWS rdg, LLC represents that the products covered by this contract will be produced in compliance with all applicable requirements of sections 6, 7 and 12 of the Fair Labor Standards Act as amended, and of regulations and orders of the United States Department of Labor issued under section 14 thereof.
3) MODIFICATIONS No terms and conditions, other than those stated herein, and no agreement of understanding, oral or written, in any way purporting to modify these terms and conditions, whether contained in Buyer’s purchase or shipping release forms, or elsewhere, shall be binding on rdg, LLC unless made in writing and signed by its authorized representative. If the terms and conditions stated herein are not acceptable, buyer must so notify rdg, LLC at once.
4) WAIVER The failure of rdg, LLC or Buyer to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this contract or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant or condition of the failure exercise of such right, nor shall it be deemed to be a waiver or relinquishment of any other term, covenant or condition, or the exercise of any other rights under this contract.
5) CANCELLATION BY THE BUYER In the event Buyer cancels or puts on hold this contract following acceptance, Buyer agrees to pay rdg, LLC the greater of: (a) 50% of the contract amount, or (b) rdg, LLC expenditures for raw materials, unamortized tooling, labor incurred, handling and overhead, and for all work completed to date and in progress but not yet delivered to Buyer, plus a cancellation charge of 10% of the above amount. This is without prejudice to such other and additional rights as are available to rdg, LLC under law.
6) PAYMENT TERMS are based on the Buyer’s representation of financial condition and record of payment. If any change arises, rdg, LLC has the right to require C.O.D., or other security for payment, or to withhold delivery. Buyer agrees to pay 1.5% per month interest on all invoices unpaid after 30 days. If buyer defaults in payment, Buyer shall pay rdg, LLC costs of collection including reasonable attorney’s fees, in addition to damages.
7) DELIVERY The shipping date stated herein is estimated and rdg, LLC does not guarantee shipment on or by such date, although rdg, LLC will make every reasonable effort to make delivery by such date or within a reasonable time thereafter. rdg, LLC shall not be liable for any delay In the delivery of shipment or products or for any damage suffered by the Buyer by reason of such delay.
8) RAW MATERIALS AVAILABILITY This contract is continent upon availability of raw materials required for the manufacture of the goods. rdg, LLC shall not be deemed in breach of this agreement for delay in manufacture or delivery where such raw materials are unavailable. In such case, rdg, LLC may, at it’s option, cancel this agreement or deliver to you it’s pro-rata share of it’s production.
9) FORCE MAJEURE rdg, LLC will not be liable for any delay or failure in performance resulting in labor disputes, war, riot, insurrection, fire, flood, accident, storm, act of God, or other causes beyond it’s control, or from rdg, LLC’s good-faith compliance with any foreign or domestic government law, rule, order or regulation, whether or not it later is held invalid.
10) PRODUCTION STANDARDS Except in the particulars specified by the Buyer and expressly agreed to in writing by rdg, LLC, the products furnished hereunder shall be produced in accordance with rdg, LLC’s standard practices. All products, however, including those produced to meet exact specification, shall be subject to customary trade practices, tolerances and variations.
11) LIMITED WARRANTY All products sold hereunder are warranted to be free from defects in materials and workmanship and this express warranty is in lieu of and excludes all other warranties express or implied (including implied warranty of merchantability and implied warranty or fitness for a particular use).
12) LIMITED REMEDIES OF BUYER Buyer shall, within 30 days after delivery of goods subject to this contract, notify rdg, LLC in writing of any claimed defect in or failure of the goods to conform with the technical specifications subject to this contract. Buyer shall not, without the prior written consent of rdg, LLC, return the goods to rdg, LLC. If following such notice, the parties agree that there exists such a defect or failure to conform due to the fault of rdg, LLC, then at the option of rdg, LLC: (1) the defective goods shall be returned, at rdg, LLC’s expense to rdg, LLC. Buyer assumes the full risk of returning goods to rdg, LLC, including but not limited to the damages arising from Buyer’s improper packaging. rdg, LLC, at it’s sole option, may repair or replace these goods and thereafter return to Buyer at rdg, LLC’s expense; or (2) the parties shall negotiate an agreed amount to be deducted from the purchase price of such goods for the repair of the goods by Buyer or others. These options shall be sole liability of rdg, LLC with respect to defective goods. Buyer’s failure to so notify rdg, LLC in writing of any such claimed defect of failure to conform within the above period shall constitute Buyer’s complete waiver of any such claim with respect to defects or non-conformance, and Buyer’s release and covenant not to bring action against rdg, LLC with respect to such claims.
13) SHORT COUNT Buyer shall be deemed to have accepted the numerical count of goods shipped unless Buyer notifies rdg, LLC in writing of any claim for short count within 10 days after delivery to Buyer.
14) SPECIAL TOOLING Engineering, programming and/or tooling are made to be used in conjunction with proprietary process, methods and equipment of rdg, LLC. Unless specifically provided for, payment for same does not convey title to these items, or the right to remove same from rdg, LLC’s possession. If provided for in order, title will not pass until receipt of payment for entire contract including production if any. Special tooling supplied by the Buyer or developed by rdg, LLC shall be maintained by rdg, LLC with reasonable care at Buyer’s risk or loss of damage arising from majeure events. Tooling inactive after two years may be disposed of by rdg, LLC without liability to Buyer.
15) CUSTOMER-SUPPLIED RAW OR SEMI-FINISHED MATERIALS In the event this contract requires rdg, LLC to perform work on raw or semi-finished materials supplied by the buyer but not purchased by rdg, LLC from Buyer, Buyer shall supply an adequate excess to follow for machining losses. If rdg, LLC scraps any such materials, it shall not be liable to Buyer for such scrapped materials. Buyer warrants that any raw or semi-finished materials shall be suitable for the operations intended to be performed by rdg, LLC, free of defects in workmanship and material. If found defective during processing, Buyer shall promptly deliver suitable replacements at no charge to rdg, LLC. Buyer shall pay rdg, LLC for all work performed to the time when the defect was discovered.
16) INCIDENTAL CHARGES Any special packaging requirements, source inspection by Buyer on the premises of rdg, LLC, delivery to rdg, LLC of Buyer supplied raw or semi-finished materials, or other requirements not expressly provided for shall be subject to additional charges by rdg, LLC.
17) RISK OF LOSS OF DAMAGE Risk or loss of damage from any cause shall pass to Buyer upon delivery of goods to Buyer or Buyer’s carrier as applicable and in the event of any such loss or damage, Buyer nevertheless shall pay rdg, LLC the full contracted amount.
18) SEVERABILITY Should any of the individual paragraphs of these Terms and Conditions be found by a court of competent jurisdiction to be wholly or partly invalid, the remaining paragraphs will nonetheless be valid.
19) APPLICABLE LAW The right and obligations of rdg, LLC and Buyer hereunder shall be governed by the law of the State of New York, except that the United Nations Convention on Contracts for the international Sale of Goods shall not apply.
20) ARBITRATION Except as to any disputes regarding determination of the Settlement Amount that may be referred to umpire by mutual consent of the parties, any controversy of claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
21) STENOGRAPHER ERRORS Stenographic and clerical errors are subject to correction.