TERMS & 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.
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 12 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 twelve (12) month period. The appropriate adjustment and resulting payment by Buyer will be made promptly after the end of such twelve (12) 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. Customer has 30 days to notify RMA of any discrepancies resulting from shipment.
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.
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.
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.
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. Refunds do not apply to freight. All returned items must be in like new condition in their original packaging. RMA Electronics, Inc. may reject any returned merchandise if it is determined that the goods do not meet the conditions of new and/or original packaging.
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.
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.