Raritan's shipping and invoicing terms and conditions.
The following terms and conditions shall apply to any order shipped by Raritan Americas, Inc. (“Raritan”) to a customer (“Purchaser”) provided, however, that if Raritan and Purchaser have entered into a prior written agreement executed by both parties, then any terms of such agreement that are in conflict with the terms set forth herein shall control. By accepting the Products shipped to the Purchaser, Purchaser agrees to be bound by these terms and conditions. Terms and conditions contained in a Purchase Order which are inconsistent with the terms and conditions set forth herein, including any pre-printed terms and conditions on such Purchase Order, shall be ineffective and void.
The purchase price for payment for any Products shall be made within 30 days of invoice subject to prior credit approval. In addition to any other right or remedy it may have, Raritan shall be entitled to interest at a rate equal to the lesser of 1 1/2% per month and the maximum allowed by law on all overdue payments plus all costs and expenses of collection. Purchaser shall be responsible for all applicable taxes, duties and fees required. Prices and other terms and conditions are subject to change by Raritan upon written notice.
Where Purchaser is in the business of reselling Products, Products may be resold only in Purchaser's normal course of business. Purchaser shall not pledge or otherwise encumber the Product until paid in full. Purchaser agrees to immediately report to Raritan (a) any seizure or attachment of the Product by Purchaser's creditors, (b) any petition in bankruptcy, insolvency receivership or similar proceeding filed by, or against, Purchaser or (c) any arrangements, composition or similar agreement for benefit of Purchaser's creditor's.
DISCLAIMER OF WARRANTY: EXCEPT AS EXPRESSLY SET FORTH IN ITS STANDARD LIMITED WARRANTY, AS IT MAY BE AMENDED BY RARITAN FROM TIME TO TIME, RARITAN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR USE OR PURPOSE OR MERCHANTABILITY.
LIMITATION OF LIABLITY: IN NO EVENT SHALL RARITAN BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE BUSINESS, PROFITS, EXPENDITURES, INVESTMENTS OR OTHER COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, COST OF SUBSTITUTE PRODUCTS, COST OF CAPITAL, OR FOR THE CLAIMS OF ANY THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER, EVEN IF RARITAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. ANY DAMAGES THAT RARITAN IS REQUIRED TO PAY FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, AND REGARDLESS OF THE FORM OF THE ACTION IN THE AGGREGATE, SHALL BE LIMITED IN AMOUNT TO THE PAYMENTS MADE BY THE PURCHASER TO RARITAN FOR THE SPECIFIC PRODUCTS TO WHICH RARITAN’S LIABILITY RELATES.
Unless otherwise agreed in a writing executed by both parties, all sales shall be F.O.B. Raritan’s warehouse. Title and all risk of loss shall pass to the Purchaser upon delivery of the Products to the carrier. Delivery dates shall be good faith estimates only. Raritan shall have no liability for, and Purchaser shall not be excused from payment for, late shipments, unless otherwise agreed.
Where Purchaser is in the business of reselling Products, it will forward promptly to Raritan all questions, comments and complaints with respect to the Products that it may receive from end user customers and will forward promptly to end user customers, at the request of Raritan, any materials supplied by Raritan relating to the Products, including but not limited to warranty and other Product information.
Purchaser acknowledges Raritan’s ownership of all right, title and interest in all of Raritan’s trade names, trade marks and service marks, including without limitation the names or titles listed in this invoice (”Marks”). Purchaser shall not, directly or indirectly, register, apply for registration or attempt to acquire any legal protection for identical or confusingly similar Marks or any proprietary rights in its own name or take any other action which may adversely affect Raritan’s right, title or interest in or to the Marks. Purchaser shall not use any of the Marks, or any confusingly similar Mark, in whole or in part, as part of Purchaser’s business or trade name, or as part of an Internet URL used by Purchaser, without the express prior written consent of Raritan.
Purchaser agrees to take any and all actions necessary to comply with applicable US export laws and regulations and other applicable foreign laws with respect to the Products shipped to it, including, in the case of a reseller Purchaser, making determinations of final destination of Products if it has reason to believe a Product may be re-exported or transferred to a location outside of the United States. Purchaser agrees that any export or re-export of Product shall be done in accordance with the United States Export Administration Regulations. Diversion contrary to U.S. Law is prohibited. Purchaser agrees not to export or re-export Products to countries subject to applicable embargoes or which have export restrictions based on anti-terrorism considerations or to any person or entity on the U.S. Department of Commerce Denied Persons List or on the U.S. Department of Treasury's lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers or Specially Designated Terrorists.