Standard Terms and Conditions of Sale
RKTM Acquisition Co., LLC ("We") propose to furnish the Purchaser ("You") the products and/or services (collectively referred to as the "Products") subject to the following terms and conditions:
- Delivery: We will furnish our Products Ex-works our facility. Delivery to the transporting carrier will constitute delivery and transfer of title to you, subject to the provisions of paragraph 3 below. If you delay shipment, payment will be due when you are notified that we are ready to ship and the Products will thereafter be held by us at your risk and expense.
Delivery dates are approximate and not guaranteed. We will try hard to meet them. If, however, you are late in delivering to us information or parts needed by us to do the work or change your mind during the project, it may delay shipment. Projects may also be delayed by things beyond our reasonable control, like acts of God, acts of yours, fires, floods, strikes, accidents, wrecks, delays in transportation, shortages of material, delays by suppliers of material and acts of civil or military authority. In the event of delay due to such things, the time specified for completion will be extended for a reasonable period. If changes in specifications or drawings are made at your insistence, we will be entitled to an equitable adjustment in the price, delivery date, or both.
- PAYMENT: Our standard payment terms are (i) net 30 days or as Agreed Upon from shipment date for credit-approved domestic customers. All International Payments Require 50% Down with an order and the Remainder due at Notification to Ship.
All payments are to be made at our offices in Harris County, Texas. We will only extend credit sale terms to you if we know you well or we check your credit rating and it is satisfactory to us. If you do not pay as agreed, we may take legal action to collect not only what is owed but also for interest on the amounts owed at twelve percent (12%) per annum until paid, plus legal fees and any other costs we incur in collecting the money.
- TITLE: You hereby grant to us and we hereby retain a security interest in the Products until the purchase price is fully paid in cash. If you do not make payments when due, we may take exclusive possession of the Products wherever found and remove same without legal process, all at your expense. In the event of default by you, we agree that any payments which may have been made to us will be retained by us as liquidated damages without reducing our right to recover for fu1ther damages we may suffer from any cause arising out of the default.
- STANDARD WARRANTY, REDMEDIES AND LIABILITY LIMIT: Our only warranty, your only remedies and the limit on our liability are specified in our Standard Limited Warranty, a copy of which is attached hereto and incorporated herein by this reference.
- INSURANCE: Fire and extended coverage insurance in an amount sufficient to protect our interest in the Products is to be obtained from and maintained with an insurer satisfactory to us by and at your expense from the time of delivery until the Products have been fully paid for in cash. You will assume all losses resulting from any cause that may not be covered by insurance.
- TAXES: Our products are sold exclusive of sales, use and other taxes. You must pay any taxes due either to us, in addition to our invoiced amount, or directly to the taxing authorities.
- SPECIFICATIONS: Any of our specifications given to you will be descriptive and are not to be construed as warranties. We reserve the right to make changes in details of design and construction that will, in our judgment, constitute an improvement. We do not supply detailed or shop working drawings of our Products.
- PATENTS: We will indemnify you for any liability you may incur because of claims of infringement of United States patents by the Products manufactured by us. You will indemnify us for any liability we may incur because of claims of infringement of United States patents in the use of the Products furnished hereunder.
- CANCELLATION: Should the order be terminated for any just cause, you will pay us for all costs and expenses incurred and commitments made, plus a reasonable profit.
- EMERGENCIES: For orders and/or for development contracts of a special nature, where our performance or completion is delayed for a protracted period, either we or you, at any time after the end of 180 days following the start of such delay, may terminate the order upon 10 days written notice to the other. Upon the giving of such notice, you will pay us for all costs and expenses incurred and commitments made in performance to the date of such delay, plus a reasonable profit. Title to all material paid for by you will then vest in you, and will be held at your risk and expense.
- LAWS AND REGULATIONS: The Products to be produced by us and delivered hereunder will be produced in compliance with the Fair Labor Standards Act of 1938 as amended, when applicable. Price and delivery will be subject to change if we must comply with any other laws, orders, regulations or requirements.
- GENERAL: All of the above provisions, plus those in our Standard Limited Warranty, and such other provisions as may be accepted by us in writing, all of which are accepted by you and supersede your order form, if any, will constitute the entire agreement for the sale of the Products. Work done or shipment by us will not constitute acceptance of any inconsistent or added terms and conditions. Any representation, promise, course of dealing, or trade usage not contained or referenced herein, will not be binding on us. No modification, waiver, or other change will be binding on us unless agreed to by us in writing.
These terms and conditions will be interpreted according to the laws of the State of Texas.
ALL ORDERS ARE SUBJECT TO ACCEPTANCE BY US, AT OUR HOME OFFICE, AND NO ORDER WILL BE BINDING UPON US UNTIL SO ACCEPTED.
January 1, 2022
Form No. OP* 500.00D
STANDARD LIMITED WARRANTY
RKTM Acquisition Co., LLC (“We”) warrant to the customer (You) that equipment or parts repaired by us, or parts manufactured by us, are free from defects in materials and workmanship for a period of ninety (90) days from date of shipment or thirty (30) days from date of initial start-up, whichever occurs first. New equipment, parts or accessories manufactured by others and not repaired by us are not covered under this warranty and carry the warranty of the manufacturer only.
We will repair or replace, at our election, Ex-works Texas, any such equipment or parts found to be defective, or, in the alternative, we may, at our election, refund your original contract purchase price, provided we receive written notice of the alleged defect within the above stated periods. Upon the expiration of the above-stated periods, liability for alleged claims not asserted in writing shall terminate.
Excluded from the foregoing warranty are damages caused by ordinary wear and tear1 erosion or corrosion, or by misuse, abuse or improper handling or installation by you or any third party.
We warrant that during equipment overhauls, we will inspect all critical parts and remedy problems found that would affect mechanical operation. Latent defects that cannot be found by normal nondestructive tests and inspections are not included in thiswarranty.
Because it is impossible to measure power output or consumption in normal installations, rated power is not guaranteed unless specifica1ly so stated in the written contract. Claims for high power consumption or low power output must be verified with a torque-measuring coupling or other similar device. Power claims must be confirmed by independent third parties paid for by you.
THE WARRANTY STATED ABOVE IS EXCLUSIVE.WE MAKE NO ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. WE SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, NOR FOR ANY OTHER CLAIM, WHETHER IN CONTRACT OR IN TORT, ARISING OUT OF THE SALE, REPAIR OR USE OF OUR EQUIPMENT OR PARTS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED THAT THE REMEDIES STATED ABOVE ARE EXCLUSIVE.
IN NO CASE SHALL OUR LIABILITY, WHETHER FOUNDED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE} FOR ANY LOSS OR DAMAGE TO CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THE WARRANTY STATED ABOVE EXCEED THE ORIGINAL CONTRACT PURCHASE PRICE.
Any warranties or claims which differ from the foregoing are unauthorized by us and become the warranty solely of the party making them, unless specifically authorized in writing by one of our officers.
Should any of the foregoing provisions be held ineffective, the remaining provisions shall continue in full force and effect.
January 1, 2022
Fonn No. OP-500.00C