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Research Inc. Terms and Conditions of Sale |
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1.
Agreement. Any order placed by a Buyer, whether oral,
written, or by facsimile shall be deemed to constitute
an offer to enter into a contract to purchase Seller’s
(“Research”) products ("Goods")
on these Terms and Conditions of Sale (“T&C”)
located at WWW.RESEARCHINC.COM which are hereby incorporated
into any such order. Buyer’s order shall be accepted
by Research and a contract entered into on these T&C,
upon the transmittal of Research's Order Acknowledgment
or upon the shipment of the Goods, whichever occurs first.
Research OBJECTS TO, AND IS NOT BOUND BY, TERMS OR CONDITIONS
ON BUYER'S PURCHASE ORDER, CONFIRMATION FORMS, OR OTHER
DOCUMENTS, WHICH ATTEMPT TO IMPOSE UPON Research ANY TERMS
OR CONDITIONS AT VARIANCE WITH OR IN ADDITION TO THESE
T&C. SHIPMENT OR OTHER PERFORMANCE BY Research SHALL
NOT CONSTITUTE ASSENT TO ANY SUCH INCONSISTENT OR ADDITIONAL
TERMS OR CONDITIONS. BUYER'S PAYMENT OR ACCEPTANCE OF
THE GOODS SHALL CONSTITUTE ASSENT TO THESE T&C.
2. Orders. All customer orders are subject to acceptance
by Research, in its sole discretion, at its general offices,
even if such orders are taken elsewhere by an authorized
sales representative of Research.
3. Inspection. Buyer must inspect the Goods within ten
(10) days of delivery to Buyer’s facility or the
Goods shall be irrevocably accepted according to these
T&C. Buyer agrees that ten (10) days is a reasonable
amount of time for inspection of the Goods.
4. Payment Terms.
(A) Domestic Sales. Payment terms for domestic sales are
net thirty (30) days after the date of Research’s invoice.
If Buyer fails to fulfill the terms of payment or if Research
shall have any doubt as to Buyer’s financial condition
Research may, in addition to any other of Research’s rights
on Buyer’s default, decline to make further deliveries
until receipt of cash or satisfactory security.
(B) Export Sales. Payment terms for export sales are one
hundred percent (100%) net cash in U.S. currency upon
presentation of invoices, bills of lading, or other appropriate
shipping documents. In addition, Buyer shall establish
an irrevocable line of credit in favor of Research sufficient
to cover the price of the Goods, bank charges, and all
other related expenses which are for Buyer’s account.
The line of credit must be issued or confirmed by a U.S.
bank located in Minnesota and must remain open for a sufficient
period of time for Research to complete the transaction.
5. Security Interest. Research hereby reserves and Buyer
grants a purchase money security interest in the Goods
sold and the proceeds thereof, in the amount of the purchase
price. If Buyer defaults on any of its obligations to
Research, Research shall have the right, in addition to any
other rights and remedies available, to repossess the
Goods sold hereunder. In such event, Buyer agrees to make
the Goods available for repossession. These security interests
may be perfected by payment in full.
6. Price. Prices shown in Research’s sales literature
are subject to change without notice and should not be
construed as a definite quotation or offer to sell. A
signed and dated quote by an authorized representative
of Research is an offer to sell that shall expire not more
than thirty (30) calendar days from the date it is transmitted
to Buyer. Research’ quote is expressly conditional
on Buyer’s assent to these T&C. Research reserves
the right, upon notice to Buyer, to correct miscalculations,
omissions, and typographical errors on any quote or offer.
7. Taxes. Prices quoted or accepted by Research are exclusive
of all federal, state, municipal, or other government
excise, sales, use, occupational, or like taxes, tariffs,
fees, export duties, and other export costs. All of the
foregoing shall be for the account of Buyer. Consequently
prices are subject to increase by the amount of any such
tax, tariff, duty, or fee that Research pays or is required
to pay or collect upon sale or delivery of the Goods.
Any such taxes, tariffs, duties, fees, and costs, when
applicable to sales or to the Goods, shall appear as separate
items on Buyer’s invoice.
8. Shipping. Unless otherwise agreed in writing all deliveries
are shipped F.O.B. Research’s factory and Buyer assumes
the risk of loss, delay, and damage immediately upon delivery
of the Goods to a suitable common carrier. All delivery
expenses including transportation, freight, insurance,
and any other shipping cost shall be for the account of
Buyer. Notwithstanding, the Parties agree to cooperate
to recover from the common carrier for any loss or damage
resulting from the transportation of the Goods by the
carrier. Unless otherwise indicated in writing selection
of a carrier shall be at Research’s discretion. Charges
for special packaging shall apply on Buyer’s request
or if the Goods are particularly susceptible to breakage.
9. Delays in Delivery and Force Majeure. Research shall use
commercially reasonable efforts to meet any delivery date(s)
quoted. However, under no circumstance shall Research be
liable for any delay in shipment, failure to meet any
quoted delivery date(s), or for any delay in performance
hereunder. In addition, Research shall have the right to
postpone the time for delivery due to unforeseen circumstances
or cause(s) beyond its control. Examples of such causes
are acts of God, wars, riots, embargoes, acts of civil
or military authorities, fires, floods, accidents, strikes,
transportation delays or shortages, inability to obtain
material or supplies, excessive demand over available
supply, interruption in the manufacture of products needed
to produce Research’s Goods, or other causes not within
Research’s control.
10. Installation and Repair Assistance. Unless otherwise
agreed to under the warranty provisions of this Agreement,
all Goods shall be installed and repaired by and at the
expense of Buyer. If Buyer so desires, Research shall furnish
an experienced person to supervise and assist in the installation
or repair of the Goods. Service personnel will be billed
on an hourly basis according to Research’s then current
rates. Research shall not be liable for the negligent, reckless,
or intentional acts of anyone not employed by Research who
installs, repairs, operates, or handles the Goods under
this Agreement.
11. Buyer Cancellation, Return, and Chargeback.
(A) Cancellations: Any request for order cancellation,
rescheduling, or modification by Buyer must be made in
writing and approved by an authorized agent of Research.
Such cancellation, rescheduling, or modification shall
be subject to the payment of reasonable cancellation charges,
including but not limited to, expenses already incurred
for labor and material, overhead, commitments made by
Research, a chargeback for unearned discounts, and a reasonable
profit. Buyer shall have no rights in partially completed
Goods.
(B) Returns: Any request for a return by Buyer must be
made in writing. A return of Goods shall not be accepted
for any reason without the prior written consent of Research
and issuance of a Return Material Authorization (RMA)
number. If Research grants such authorization, and the Goods
are not covered by the limited warranty provided herein,
Buyer shall pay Research a restocking fee equal to twenty
percent (25%) of the then current list price of the Goods.
The Buyer shall also pay adjustments for unearned discounts
and other reasonable charges for handling. The RMA paperwork
shall specify additional terms and conditions for returns.
Buyer shall not return material without first obtaining
an RMA number. Returns made without obtaining prior authorization
shall be returned to sender at Buyer’s expense.
Except as provided for in Research’s limited warranty
to Buyer, Research, in its sole discretion, may accept or
reject any request by Buyer to return Goods for cash or
credit.
(C) Chargeback: Prices indicated to the Buyer are based
upon the quantity ordered. If, through no fault of Research,
the total quantity ordered is not purchased during the
scheduled delivery period, in addition to any other rights
available to Research (including enforcement of the original
agreement to purchase), Research may “chargeback”
Buyer. The chargeback shall equal an amount not less than
the difference between the list price of the Goods on
the date of Research’s Invoice(s) and the amount Buyer
actually paid for such Goods.
12. No License. Goods offered for sale by Research are subject
to the condition that such sale shall not convey any right
to reproduce, copy, or duplicate the Goods in whole or
in part either, expressly or by implication, under any
intellectual property rights, with respect to any inventions
of Research or others, patented or not patented, embodied
in Research’s Goods, processes, sales literature, or
manufacturing operations. Unless expressly stated otherwise
in a signed writing, Research reserves all its rights in
such intellectual property and no manufacture to Buyer’s
specifications entails ownership by or conveyance to Buyer
of any property right.
13. Intellectual Property Rights Infringement. Research agrees
to indemnify and defend Buyer against any claim that the
Goods purchased hereunder, as manufactured by Research, infringe
on a United States Patent, United States Copyright, United
States Trademark, or other United States intellectual
property right, provided Research is promptly advised of
any such claim or action and has sole control of the defense
of any such action and all negotiations for its settlement
or compromise. However, Research will not indemnify or defend
Buyer from claims that Goods designed specifically to
Buyer’s specifications infringe on any intellectual
property right.
14. Warranty. Research’s exclusive warranty is set
forth separately at WWW.RESEARCHINC.COM and it is hereby
incorporated by reference into this Agreement as if fully
set out within.
15. Limitation of Liability. THE WARRANTIES ABOVE ARE
IN LIEU OF ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION,
THE WARRANTIES OF MERCHANTABILITY AND FITTNESS FOR A PARTICULAR
PURPOSE. RESEARCH’S LIABILITY UNDER, FOR BREACH
OF, OR ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED
IN AMOUNT TO THE NET PURCHASE PRICE OF THE GOODS SOLD.
IN NO EVENT SHALL RESEARCH BE LIABLE FOR THE PROCUREMENT
OF SUBSTITUTE GOODS OR LIABLE FOR ANY SPECIAL, CONSEQUENTIAL,
INCIDENTAL, ECONOMIC, DIRECT, INDIRECT, OR OTHER DAMAGES
(INCLUDING WITHOUT LIMITATION LOSS OF PROFIT) WHETHER
OR NOT RESEARCH HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH LOSS, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION
OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE.
THIS EXCLUSION ALSO INCLUDES ANY LIABILITY WHICH MAY ARISE
OUT OF ANY THIRD PARTY CLAIMS AGAINST BUYER.
16. Limitation on Actions. Buyer may not commence litigation
or any other legal action against Research for breach of
warranty or breach of this Agreement unless the suit or
action is brought within one (1) year of the date of Research’s
invoice.
17. Confidential Information. Buyer shall not, without
Research’s express written consent, disclose drawings,
data, designs, plans, specifications, know how, production
methods, or other confidential information belonging to
Research to any person not directly involved with the completion
of this Agreement or operation of the Goods. Confidential
information does not include information that is public,
the receiving party lawfully knew prior to this Agreement,
or that the receiving party could otherwise independently
discover without the aid of the disclosing party.
18. Software License. If computer software is in or among
the Goods to be transferred hereunder, Research hereby grants
to Buyer, effective upon sale of the items covered by
this order, a perpetual non-exclusive non-transferable
license to use such software, provided that such use shall
be only for Buyer’s business and shall be limited
to use on the Goods transferred hereunder.
19. Export Regulations. Buyer shall adhere to all provisions
of the U.S. Government Export Administration Regulations,
related documentation requirements, and internal control
procedures. Buyer shall be responsible for obtaining any
and all necessary export or import licenses and permits.
20. Notice. Any notice, demand, or other communication
given or made under or in connection with the matters
contemplated by this Agreement shall be in writing and
shall be delivered by reputable overnight courier service
or pre-paid first class mail to the other party's address.
21. Waiver. No failure or delay by Research in exercising
any right, power, or privilege hereunder shall operate
as a waiver thereof.
22. Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the Parties, their
successors, and assigns.
23. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as
to be effective and valid under applicable law but if
any provision of this Agreement is held to be invalid,
illegal, or unenforceable under any applicable law or
rule, the validity, legality, and enforceability of the
remaining provisions of this Agreement shall not be affected
or impaired thereby.
24. No Assignment. This Agreement all rights, duties,
and obligations thereto shall not be assigned, delegated,
or transferred by either party without prior written consent
of the other party, which it may withhold or grant in
its sole discretion. Any attempted assignment or transfer
in violation of this section is void and unenforceable.
25. Governing Law. This Contract shall be governed by
and construed in accordance with the laws of the State
of Minnesota, without regard to the conflicts of law principles
of such State, except that the United Nations Convention
on Contracts for the International Sale of Goods, if otherwise
applicable pursuant to such laws, shall be excluded in
favor of the Uniform Commercial Code as in effect at the
time in the State of Minnesota.
26. Entire Agreement. In order of precedence (1) special
terms and conditions agreed to in a writing signed by
both Parties (2) Research’s Order Acknowledgement (3)
these T&C (4) specifications and (5) all other exhibits
or warranties incorporated by reference constitute the
complete Agreement between the Parties and supersede all
prior or contemporaneous agreements or representations,
written or oral, concerning the subject matter of this
Agreement. This Agreement may not be modified or amended
except in writing signed by a duly authorized representative
of each party. No other act, document, usage, or custom
shall be deemed to amend or modify this Agreement.
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