TERMS AND CONDITIONS OF SALE
For purposes of these Terms and Conditions of Sale,
the term “contract” shall mean an agreement between RMA Electronics, Inc.
(hereinafter referred to as “RMA”) and Buyer arising as a result of
Buyer’s submission of an order for RMA products or products distributed by RMA
and RMA’s acceptance of said order. Any
such contract shall be deemed to incorporate and be governed by these Terms and
Conditions. These Terms and
Conditions shall take precedence over any Terms and Conditions, which appear in
Buyer’s order or in any document incorporated by reference in Buyer’s order.
No Term or Condition of Buyer’s order additional to or different from
these Terms and Conditions shall become part of the contract unless explicitly
referenced and agreed to in writing by an authorized executive of RMA at its
principal office in Massachusetts. Retention
by Buyer of any products delivered by RMA, or payment by Buyer of any invoice
rendered hereunder shall be conclusively deemed acceptance of these Terms and
Conditions. RMA failure to object
to any provision contained in any communication from Buyer shall not be
construed as a waiver of these Terms and Conditions or as an acceptance of any
such provision.
1.
Orders: By submitting an order to RMA, Buyer agrees to be subject to
these Terms and Conditions of Sale in their entirety.
All orders must be bona fide commitments showing definite prices and
quantities and mutually agreed to ship dates.
If a Buyer qualifies for a quantity purchase discount, Buyer shall issue
a Blanket Purchase Order for products to be delivered over a period of 15 months
from date of acceptance by RMA of Buyer’s order.
To schedule products for shipment, a Purchase Order Release must be
issued by Buyer scheduling at least 20% of the total quantity specified on the
Blanket Purchase Order at a mutually agreed to shipping date.
2.
Prices and Taxes: Prices do not include federal, state, or local taxes,
including without limitations sales, use or excise taxes, now or hereafter
enacted, applicable to the products sold in this transaction, which taxes may,
in RAM’s discretion, be added by RMA to the sales price or may be billed
separately and which taxes will, in any event, be paid by Buyer unless Buyer
provides RMA with a proper tax exemption certificate.
Prices for quantity purchase buyers are the list price in effect on the
date of the Purchase Order Release, times the appropriate discount level will be
adjusted in accordance with RMA’s Quotation. The resultant lower discount shall apply to all shipments
made to Buyer during such fifteen (15) month period.
The appropriate adjustment and resulting payment by Buyer will be made
promptly after the end of such fifteen (15) month period.
3.
Delivery and Shipment: All products will be tendered and shipped F.O.B.
RMA’s plant in Massachusetts and may be so tendered in several lots. In the absence of specific instructions, RMA will select the
carrier and ship “collect”, but shall not be deemed thereby to assume any
liability in connection with the shipment nor shall the carrier be construed to
be the agent of RMA. Buyer must
provide its own insurance. Title
and risk of loss or damage to all products sold hereunder shall pass from RMA to
Buyer upon delivery by RMA to the possession of the carrier, provided that RMA
reserves a purchase money security interest in the products. Any claims for loss, damage or mis-delivery thereafter shall
be filed with the carrier.
4.
Terms of Payment: Unless otherwise stated on RMA’s invoice, terms of
payment shall be net thirty (30) days from the date of invoice.
If at any time RMA, in its sole discretion, determines that payment in
advance would be prudent, RMA may require full or partial payment in advance,
and if such requirements are not met, may cancel the order or any part thereof
and receive reasonable cancellation fees. If
Buyer fails to pay the price or any other payment due hereunder when due, RMA
may recover, in addition to the price or payment, interest thereon at the rate
of 1 ½% per month where lawful, otherwise the maximum lawful monthly interest
rate, and reasonable attorney’s fees and collection costs. Terms
of payment hereunder may be changed by RMA at any time.
5.
Security Interest: Buyer hereby grants to RMA a security interest in all
RMA products sold to Buyer as security for the due and punctual performance by
Buyer of all of its obligations hereunder.
Buyer agrees to execute such documents to evidence and perfect said
security interest as RMA may require. Buyer hereby appoints any officer of RMA
as its duly authorized agent for the sold purpose of executing all such
documents on Buyer’s behalf, including, without limitation, financing
statements on Form UCC-1, and for the purpose of taking any and all other action
deemed necessary by RMA, in its sole discretion, for the perfection and
enforcement of the security interest granted hereby.
6.
Contingencies: RMA shall not be liable for any delay in delivery or for
non-delivery, in whole or in part, caused by the occurrence of any contingency
beyond the control of RMA, including, by way of illustration but not limitation,
war (whether an actual declaration thereof is made or not), sabotage,
insurrection, riot or other act of civil disobedience, act of a public enemy,
failure or delay in transportation, act of any government or any agency or
subdivision thereof, judicial action, labor dispute, accident, fire, explosion,
floods, storm or other act of God, shortage of labor, fuel, raw material or
machinery or technical failure where RMA has exercised ordinary care in the
prevention thereof. If any such
contingency occurs, RMA may allocate production and deliveries among RMA’s
customers.
7.
Warranty: In almost every case, the warranty on products purchased from
RMA shall be that of the original manufacturer, but in no cases shall be less
than 90 days. A copy of the
complete warranty is available upon written request from the respective
manufacturer, and may also be found included in the packaging of some products.
All in-warranty repairs may be handled through RMA provided a Return
Material Authorization is given prior to return of any merchandise.
All out-of-warranty repairs may be handled through RMA at a charge
assessed by the manufacturer plus reasonable shipping and handling costs
assessed by RMA. Such cost shall be
quoted to the Buyer prior to return of merchandise to the extent practical.
8.
Exchanges and Refunds: Cash Refunds within seven (7) days only. After seven (7) days and within thirty (30) days, merchandise
credit only. After thirty (30)
days, merchandise credit only at the discretion of RMA. There will be a 20% restocking charge on any item returned or
special orders not taken except for defective merchandise or unless waived by RMA. No refunds or exchanges on software, computers, or special
orders.
9.
Limitation of Liability: UNDER NO CIRCUMSTANCES SHALL RMA’S LIABILITY
ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT OR RMA’S PERFORMANCE OR
ASSERTED FAILURE TO PERFORM THEREUNDER, IN CONTRACT, IN TORT (INCLUDING
NEGLEGENCE), OR OTHERWISE, EXCEED THE PURCHASE PRICE OF THE PRODUCTS, AND IN NO
EVENT SHALL RMA BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR TORT DAMAGES
RESULTING FROM LOSS OF USE, LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF
GOODWILL.
10.
Cancellation and Rescheduling: Orders accepted by RMA may be cancelled or
rescheduled by Buyer only with the written consent of RMA (which consent RMA may
withhold for any reason) and upon payment of the then currently published
cancellation or rescheduling charges. RMA
shall have the right without penalty or payment to cancel any order accepted, or
to refuse or delay the shipment thereof, (i) if Buyer fails to make promptly any
payment due to RMA or to meet any other reasonable requirements established by
RMA, (ii) if any act or omission to act of Buyer delays RMA’s performance, or
(iii) if Buyer’s credit becomes impaired in such event, RMA shall be entitled
to receive reimbursements for its reasonable and proper cancellation charges.
11.
Rescheduling: There will be no rescheduling charges if deliveries
scheduled beyond 90 days from the date RMA is notified of the rescheduling are
rescheduled, or if deliveries from 30 to 90 days are rescheduled, provided they
are rescheduled within the 90 day period from the date when RMA is notified of
the rescheduling. If other than
above, a 5 percent rescheduling charge may be invoiced to Buyer at RMA’s
option. Products scheduled to ship
within a 30-day period cannot be rescheduled.
12.
Non-Waiver of Default; Remedies: In the event of any default by Buyer
under this or any other contract between RMA and Buyer, RMA may decline to make
further shipments. If RMA elects to
continue to make shipments, RMA’s action shall not constitute a waiver of any
default by Buyer or in any way affect RMA’s legal remedies for any such
default. All RMA rights and
remedies, whether evidenced hereby or by any other contract or document, shall
be cumulative and nonexclusive and may be singularly or concurrently.
13.
Applicable Law: The validity, performance and construction of the
contract shall be governed by the laws of the Commonwealth of Massachusetts.