RAMPF Group, Inc.
49037 Wixom Tech Drive
Wixom, Mi 48393, USA
These Terms and Conditions are the Terms and Conditions of Sale of the Products supplied by RAMPF GROUP INC., WIXOM, MICHIGAN (hereinafter referred to as “RAMPF” or the "Seller").
CONTRACT AND ACCEPTANCE
ALL CONTRACTS OF SALE BY SELLER (INCLUDING ALL DRAWINGS, SPECIFICATIONS, DESCRIPTIONS AND OTHER DOCUMENTS ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE) SHALL BE SUBJECT TO AND GOVERNED EXCLUSIVELY BY THE TERMS AND CONDITIONS SET FORTH HEREIN. THE BUYER´S ACCEPTANCE TO ANY OFFER OF THE SELLER SHALL CONSTITUTE AGREEMENT TO THESE TERMS AND CONDITIONS AND IS ALWAYS AND EXPRESSLY LIMITED TO THEM. THE SELLER DOES NOT AGREE TO AND HEREBY REJECTS ANY PROPOSED ADDITION, ALTERATION, OR DELETION BY BUYER, OR BUYER´S BUYERS, OR TO ANY TERMS AND CONDITIONS SET FORTH IN BUYER´S OR BUYER´S BUYERS ORDERS. THESE TERMS AND CONDITIONS CAN BE VARIED ONLY BY A WRITING SIGNED BY A DULY AU-THORIZED REPRESENTATIVE OF THE SELLER. NEITHER THE FAILURE OF THE SELLER TO OBJECT TO ANY PROVISION IN CONFLICT HEREWITH, NOR THE FAILURE TO EXERCISE ANY OPTION, ENFORCE ANY RIGHT, OR SEEK ANY REMEDY UNDER THE CONTRACT, SHALL BE CONSTRUED AS A WAIVER OF THE SELLER´S RIGHTS UNDER THE CONTRACT. THE SELLER RESERVES THE RIGHT TO MODIFY THESE TERMS AND CONDITIONS OF SALE AT ANY TIME WITHOUT PRIOR NOTICE TO BUYER. HOWEVER, SUCH REVISED TERMS AND CONDITIONS WILL NOT BE EFFECTIVE UNTIL THE NEXT ORDER FOLLOWING THE REVISION.
INFORMATION ABOUT PRODUCTS
"Products" are the goods of and/or the services (e.g. the job-order manufacturing of components) provided by RAMPF, details of which are specified in the quotations and/or the invoices.
OFFERS AND ORDERS
Offers or proposals shall not be binding upon the Seller, in particular with reference to quantities, price and de-livery time. No order submitted to the Seller shall be deemed to be accepted by the Seller unless and until confirmed in writing by a duly authorized representative of the Seller. The Seller reserves the right to reject any or all orders or partial orders. In no event shall the Seller be obligated to provide products pursuant to any offer to purchase, whether made by the Buyer or otherwise.
PRICING AND TAX
PRICES ON ALL ORDERS ARE SUBJECT TO CHANGE OR WITHDRAWAL WITHOUT NOTICE.
Written notification of pending price increases will be made in advance of the effective date of the price change whenever practicable. Except where prices are specifically designated as firm in Seller´s written quotation, all products delivered on or after the effective date of a price change will be invoiced at the new quoted price level. THE SELLER RESERVES THE RIGHT TO MAKE PRICE CHANGES WITHIN THE PERIODS OF CONTRACTS OR BLANKET ORDERS - e.g. if the actual purchase quantity is less than originally requested by the Buyer. The prices are exclusive of any applicable sales taxes, taxes, excises, duties, quotation fees, or other governmental impositions which the Seller may be required to pay or collect under any existing or future law. The Buyer shall pay sales tax when required in addition to the purchase price at the standard rate prevailing at the date of deliv-ery, together with all other taxes, duties or imports arising in connection with the sale. The Buyer agrees to pay all such taxes or to reimburse the Seller therefore upon receipt of the Seller´s invoice. In the event any order submitted by Buyer to Seller contains pricing not in accordance with the then current price schedule, or its spe-cial quoted pricing, the Seller will notify the Buyer of the discrepancy in price and Buyer shall correct the pricing in writing by either acknowledging the correction on a revised order confirmation, pricing approval form, or by submitting a new order to the Seller. All orders shall be placed on hold until Buyer provides written acknowledgment of correct pricing.
TERMS OF PAYMENT
Payment of the purchase price shall be made in U.S. Dollars at the office of the Company. All payments shall be made in full without deduction for any right of set-off or counter-claim. Unless otherwise agreed to in writing, terms of payment shall be as follows:
For machines: The Buyer agrees to pay 20% of the purchase price as a Down Payment upon the order; 70% of the purchase price upon shipment; 10% of the purchase price after the installation at the location of the Buyer.
For other products (such as Tooling Materials, Casting Resins, job-order manufacturing of components): Terms of payment shall be 30 days net from date of invoice.
Any costs and expenses incurred by the Seller due to the Buyer´s nonpayment or delinquent payment, including collection costs, interest, and reasonable attorneys’ fees shall be paid by the Buyer. If the Buyer fails to make due payment under the Contract the Seller reserves the right to treat the Contract as repudiated by the Buyer. The Seller has no duty to wait for reasonable assurances required by any anticipatory repudiation. The Seller maintains a security interest in all product in which the purchase price is not paid in full. Furthermore, these Terms and Conditions or any further affirmative communications will serve as a security agreement. The Buyer hereby agrees that acceptance of any offer from the Seller will serve as the requisite knowledge and notice to the Buyer’s lender or lending institution. The Buyer agrees to take any actions required to put their lender or lending institution on notice regarding this valid security agreement and the Seller’s security interest in the product.
Unless otherwise agreed to in writing by a duly authorized representative of the Seller, all deliveries shall be EXW (EX WORKS/INCOTERMS 2000) WIXOM/MICHIGAN. TITLE AND RISK OF LOSS TO ALL PRODUCTS SHALL PASS TO THE BUYER UPON DELIVERY BY THE SELLER TO A COMMON CARRIER AT EXW (Seller´s shipping point). Partial deliveries shall be allowed. The Buyer shall promptly, on request made at any time by the Seller, provide the Seller with any information or instruction it may require in order to supply the products. In particular the Buyer has to provide a current forecast - normally for a period of one year. The release orders of the Buyer shall be at least 10 weeks before the requested delivery date. The Seller reserves the right to select the manner in which the product is packaged, quoted prices include regular packing. Special requirements for packing will be subject to extra charges unless otherwise agreed to by Seller in writing. Orders acknowledged by the Seller may not be canceled or amended, or deliveries deferred, by Buyer except with the Seller´s prior written consent, and then only upon such terms as shall be acceptable to the Seller. Where the Seller has made partial delivery of the products it will not be construed under any circumstances to have agreed to waive any lien or right of retention on the remainder of the products or to give up possession of the whole of the products unless expressly so agreed in writing. THE SELLER AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO MEET DELIV-ERY SCHEDULES REQUESTED BY THE BUYER, BUT SHALL HAVE NO LIABILITY FOR FAILURE TO DO SO FOR ANY REASON. The Seller shall be entitled to stop any further delivery immediately - without prior notice - if the Buyer has failed to make due payment under the contract (particularly if the Buyer has failed to balance the preceding invoices). SELLER IS NOT LIABLE TO ANY THIRD PARTIES FOR DELAYS IN THE DELIVERY OF ANY PRODUCT.
INSPECTION AND ACCEPTANCE
The Buyer shall inspect all deliveries within two business days of receipt. In the event there is damage to product or shortage of product, Buyer shall notify the carrier and the Seller within two business days and provide a copy of the signed packing list noting the damage or shortage thereon.
Unless otherwise agreed to in writing the acceptance of machines shall be conducted in the assembly plant of the Seller. Sample parts have to be provided - free of charge - by the Buyer at least twenty days before the requested acceptance date.
All other products shall be deemed to have been finally inspected and accepted by the Buyer within ten days after date of invoice unless a written notice of claim is given by the Buyer to the Seller within the 10-day period. This ten day period applies to all other discrepancies, including discrepancies in invoicing, shortage or damage, and excludes shortage in shipment caused by carrier or damaged shipment caused by carrier as provided for above which requires two business days notice. No product subject to a claim may be returned without the prior written authorization of the Seller. Authorized return shipments must be sent to the Seller accompanied by a packing slip, purchase order number, Seller´s invoice number, the number of cartons and items received, condition of cartons and any other relevant facts that would be helpful in tracing the cause of the discrepancy and must have transportation charges prepaid. The Seller will verify all reports of shipping discrepancies, and where applicable a credit invoice will be issued. No prior debits will be accepted.
The Seller shall not be liable for any delay or failure in performance, or for any damages suffered by the Buyer or its customers, successors or assigns by reason of delay, if caused or arising directly or indirectly from any act beyond Seller´s reasonable control, including, without limitation, acts of God, vandalism, sabotage, accidents, fires, floods, explosions, strikes or other labor disputes, mechanical breakdown, shortages or delays in obtaining suitable parts, equipment, material, labor, power or transportation, acts of suppliers, interruption of utility ser-vices, acts of terrorism, or acts of any unit or agency of government, civil disturbance, insurrection, war or any other cause whatsoever beyond the Seller´s reasonable control. Any delays so occasioned shall affect a corresponding extension of Seller´s performance dates which are, in any event, understood to be approximate.
All patent, design, trademark, service mark, copyright and other industrial or intellectual property rights of the Seller of whatever nature in respect of the products, any of their constituent parts, their packaging or other material supplied with the products shall remain the absolute property of the Seller. Seller does not grant Buyer a license to use Seller’s intellectual properties or trademarks.
USE AND SAFETY
The products are designed only for use in accordance with the Seller´s operating and maintenance instructions in relation to the products at the time of delivery. The Seller warns that use, repair or adaptation of the products in any other manner may result in damage to the products or other property and/or affect the safety of the products. Save only as provided in these Conditions the Seller shall not be liable for any loss or damage caused wholly or partly by the attachment or addition to the products or the removal of any safety devices or any part, accessory or item of equipment which has not been manufactured or approved by the Seller or by misuse of the products or failure to follow operating or maintenance instructions supplied by the Seller.
THE BUYER AND ITS OFFICERS, AGENTS OR EMPLOYEES, ITS SUCCESSORS AND ASSIGNS, AND ITS BUY-ERS AND CUSTOMERS, SHALL INDEMNIFY AND KEEP INDEMNIFIED THE SELLER AND ITS OFFICERS, AGENTS, EMPLOYEES, SHAREHOLDERS AND DIRECTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, EXPENSES WHATSOEVER (INCLUDING REASONABLE ATTORNEY FEES AND OTHER COSTS OF DEFENDING ANY ACTION) THAT THE SELLER MAY SUSTAIN OR MAY INCUR AS A RESULT OF ANY CLAIM FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN, TRADE MARK OR OTHER INDUSTRIAL OR INTELLECTUAL RIGHTS OF ANY OTHER PERSON, OR AS A RESULT OF ANY CLAIM OF NEGLIGENCE, BREACH OF WARRANTY (IMPLIED OR OTHER), STRICT LIABILITY IN TORT, OR OTHER THE-ORY OF LAW, WHETHER DIRECT OR INDIRECT, IN CONNECTION WITH THE SELLER´S USE OF THE BUYER´S SPECIFICATIONS OR THE USE OR RESALE OF THE PRODUCTS SOLD HEREUNDER.
DISCONTINUED PRODUCTS AND PERMISSIBLE VARIATION
The Seller reserves the right to discontinue supply of any product without notice, or substitute material or com-plete devices when items ordered are not currently in production or otherwise available. The Seller may, prior to the delivery of product to Buyer, make changes in the product including without limitation changes to the model, design, component parts or dimensions. In addition, the Seller may make any change or variation in the product which is within industry, government or professional organization standards or specifications applicable at the time of manufacture without notice to Buyer. The Buyer will accept any product which may incorporate any such changes or variations, and any increase in price resulting from such changes or variations will be for the account of the Buyer.
PRODUCTS PURCHASED FOR RESALE
With respect to any products which are purchased by the Buyer for resale, the Buyer shall not apply its own trade or other marks to the products or their packaging without the prior written consent of the Seller. In respect of any products which are purchased by the Buyer for resale, the Buyer shall not alter or interfere with the products and shall comply with all applicable legislative and other requirements and standards and the Seller´s instructions in relation to the storage, use, maintenance, repair, handling, and safety of the products. The Buyer shall indemnify and keep indemnified the Seller against any and all loss, damage, claims, costs and expenses suffered or in-curred by the Seller arising from any failure by the Buyer to comply with the terms and conditions set forth herein.
The Seller warrants for a period of one year that the products sold hereunder will be free from defects in material and workmanship and will conform to the Seller´s current standard specifications according to the technical data sheets and/or to such other specifications (e.g. submitted by the Buyer) as shall have been made expressly part of this contract in writing. HOWEVER THE SELLER SHALL NOT BE LIABLE FOR ANY DISCREPANCIES, DEFECTS OR MALFUNCTIONS OF THE PRODUCTS ARISING FROM ANY COMPONENT, DESIGN OR SPECIFICA-TION SUPPLIED BY THE BUYER.
THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUR-POSE, BY OPERATION OF LAW OR OTHERWISE. THIS WARRANTY IS GIVEN ONLY TO THE ORIGINAL BUYER, IT MAY NOT BE TRANFERRED OR ASSIGNED AND DOES NOT EXTEND TO ANY SUBSEQUENT BUYER OR TRANSFEREE OF PRODUCTS.
LIMITATION OF LIABILITY
THE SELLER´S LIABILITY HEREUNDER IS SOLELY AND EXCLUSIVELY LIMITED EITHER TO REPLACEMENT OR REPAIR OF THE DEFECTIVE PRODUCTS, OR TO A REFUND OF THE PURCHASE PRICE (OR, IF NOT PAID, TO A CREDIT IN THE AMOUNT OF THE PURCHASE PRICE). THIS SHALL BE THE BUYER´S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY. IF APPLICABLE LAW PROHIBITS THIS LIMITATION OF BUYER´S REMEDIES, THEN SELLER AGREES THAT THE MAXIMUM AMOUNT BUYER MAY CLAIM FROM SELLER IS TWICE THE NET PURCHASE PRICE THE BUYER ACTUALLY PAID THE SELLER FOR THE PROD-UCTS DETERMINED TO BE DEFECTIVE.
THE SELLER SHALL NOT BE LIABLE TO THE BUYER OR TO ANY THIRD PARTY FOR ANY DAMAGES, IN-CLUDING BUT NOT LIMITED TO, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAM-AGES, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF GOODWILL, LOSS OF CONTRACTS, LOST PROFITS, LOST SAVINGS, LOSS OF ANTICIPATED PROFITS OR SAVINGS, OR OTHER ECONOMIC LOSS OR FOR ANY DAMAGES ARISING IN TORT WHETHER BY REASON OF STRICT LIABILITY, NEGLIGENCE OR OTH-ERWISE.
THESE LIMITATIONS SHALL APPLY EVEN IF THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM FOR RECOVERY IS BASED ON BREACH OF WAR-RANTY OR CONTRACT, ON NEGLIGENCE, STRICT LIABILITY OR OTHER TORT.
The pricing guides, schedules, quotes, discounts, rebates and any other agreed terms of trade are considered confidential information of Seller and Buyer shall in no instance share such information, business discussions, financial information, or other related confidential information with any other person, group, entity, or the like, excepting any required notice to Buyer’s lender or lending institution pursuant to the paragraph titled “Terms of Payment”.
These Terms and Conditions set forth herein together with any amendments, modifications and any different terms and conditions expressly accepted in writing by a duly authorized representative of the Seller, shall constitute the entire agreement concerning the products sold. There are no other written or oral supplemental agreements.
In the event that any of the provisions hereof shall be held invalid, illegal or unenforceable, the remaining provi-sions shall remain in full force and effect as written. As used herein, Buyer and Seller include their respective heirs, executors, personal representatives, successors and assigns, including their corporate successors by pur-chase, merger and acquisition. Each of the rights and remedies conferred on the Seller by these Conditions shall be in addition and without prejudice to any other right or remedy which the Seller may have under these Conditions or otherwise and in particular to any right to payment of all sums due or to become due in respect of the products. No waiver by either party of any provision of these Terms and Conditions shall act as a waiver of sub-sequent rights under the Terms and Conditions. Save only as provided in these Conditions time shall not be or be deemed to be of the essence of the contract. These Terms and Conditions of Sale supersede any and all previously agreed to Terms and Conditions, whether oral or written, or previously published versions. The headings of paragraphs herein are inserted for convenience of reference only and shall not be used in the construc-tion or interpretation hereof. This contract will be governed by the laws of the State of Michigan/USA, without re-gard to conflicts of law principles, if any, which might require application of laws of another jurisdiction or country. Venue for any dispute shall be in the State of Michigan, Oakland County, in the State or Federal Courts therein. Buyer further agrees to arbitrate any disputes arising out of these Terms and Conditions or the sale of any prod-ucts using the Oakland Mediation Center, located in Bloomfield Hills, MI.