RYAN HERCO PRODUCTS STANDARD TERMS & CONDITIONS OF SALE

1. ACCEPTANCE. Unless otherwise stated in a writing signed by Seller’s duly authorized agent all quotations covering Seller’s products are made and all contracts or orders for said products are accepted and all shipments are made on the condition that the Standard Terms and Conditions of Sale set forth herein shall be applicable. Any term in Buyer’s purchase order or acceptance in addition to or not identical with these Terms and Conditions of Sale is objected to and these Terms and Conditions of Sale shall not be varied, qualified, modified, amended or interpreted by any prior course of dealing between the parties or by any usage or trade or in any manner other than by subsequent writing signed by Seller’s duly authorized agent. All orders or contracts must be approved and accepted by a duly authorized agent of Seller. These Terms and Conditions of Sale shall be applicable whether or not they are attached to or enclosed with the products to be sold hereunder.

2. PRICES. Prices are subject to change without notice, and Seller’s price in effect at the time of shipment will apply.

3. CANCELLATION. An order once placed with and accepted by Seller can be cancelled only with Seller’s consent and upon payment to Seller of reasonable cancellation charges which shall take into account expenses already incurred, commitments made, and Seller’s anticipated profit.

4. TAXES. The amount of any present or future sales, revenue, excise or other tax applicable to the products covered by this order, or the manufacture or sale thereof, shall be added to the purchase price and shall be paid by the Buyer or, in lieu thereof, Buyer shall provide Seller with an appropriate tax exemption certificate.

5. DELIVERY. Shipping dates are approximate and are based upon prompt receipt from Buyer of all necessary information. In no event will Seller be liable for damages of any kind arising out of delay or non-delivery, due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil or military authority, war, riots, fire, explosion, flood, strike, lockout, injunction, accident, breakage of machinery or apparatus, or inability to obtain fuel, power, raw materials, labor, containers or transportation facilities. In the event of any such delay, the date of delivery shall, at the request of Seller, be deferred for a period equal to the time lost by reason of the delay.

6. PAYMENT.
(a) Unless otherwise specified on the invoice, all accounts are due and payable thirty (30) days from the date of invoice. Accounts extending beyond the terms will be subject to a service charge of 1-1/2% per month (18% per annum) or such greater amount as may be authorized by law and specified in the invoice. Discounts for prompt payment do not apply to labor and shipping charges, and no discounts other than those noted on the invoice are authorized. Shipments, deliveries and performance of work shall at all times be subject to the approval of Seller’s credit department, and the Seller may at any time decline to make any shipments or deliveries or perform any work, except upon receipt of payment or upon terms and conditions of security satisfactory to such department. All lien rights are reserved until full payment of the invoice has been made.
 
(b) If, in Seller’s judgment, the financial condition of the Buyer at any time does not justify continuation of production or shipment on the terms of payment originally specified, the Seller may require full or partial payments in advance and in the event of the bankruptcy or insolvency to the Buyer or in the event any proceeding is brought by or against Buyer under the bankruptcy or insolvency laws, the Seller shall be entitled to cancel any order then outstanding and shall receive reimbursement for its cancellation charges.
 
(c) Should Seller initiate any legal action or proceeding to collect on any unpaid invoice or to enforce any of the terms hereof, Seller shall be entitled to recover from Buyer all costs and expenses incurred in connection therewith, including court costs and reasonable attorney’s fees.

7. CLAIMS AND RETURNS.
(a) Claims for shipping damages shall be made against the carrier on all products shipped F.O.B. shipping point. On products shipped F.O.B. destination, Buyer shall notify Seller of shipping damages within ten (10) days from date of receipt and afford Seller a reasonable opportunity to inspect the products. No products shall be returned without Seller’s consent.
 
(b) Claims for shortage or inaccurate filling of orders shall be submitted to Seller within ten (10) days after Buyer’s receipt, accompanied by a copy of the invoice or shipper on which the products were purchased. Buyer will then receive from Seller a Returned Goods (RG) authorization number. Products returned without the RG authorization number will be refused. If Seller in good faith determines that any error was not Seller's, a minimum 15% restocking charge will be made to Buyer on any products returned for credit or exchange.

(c)  Claims or notices asserting a defective product must be given to Seller immediately upon discovery of such defect, but in any event no more than one year after date of shipment by Seller, and must include a copy of the invoice or shipper on which the products were purchased, evidence that such products were inspected within ten (10) days after Buyer’s receipt, and the details of the defect(s) claimed, and afford the Seller a reasonable opportunity to inspect the products.

LIMITATION ON DAMAGES. In no event shall any liability of Seller exceed the purchase price of the product and Seller shall not be liable for incidental, special or consequential damages with respect to the sale or use of the product, including without limitation, labor charges, lost profits, expenses of repair, other costs incident to replacement, or transportation costs incurred in shipping products to or from Seller’s plant.

INFORMATION. Seller does not, by any advice or information it may provide regarding the use of any product by Buyer, make any warranty beyond the description on the face hereof including of merchantability or fitness for a particular purpose or assume any liability for such advice or information given, orally or in print, or for the results obtained by Buyer.  Buyer assumes all risk and liability which may result from the use of any products, whether singly or in combination with other products.  No suggestion for product use shall be construed as a recommendation for use in infringement on any existing patent.

(d) Seller is under no obligation to take back material for credit or exchange when the reason for the return was anything other than the Seller's error. At Seller's sole discretion, should a return of this nature be authorized, the items returned must be of current manufacture, in its original packaging with all original manuals and/or documentation, and be in resalable condition. A minimum 15% restocking charge will apply as well as any additional charges necessary to restore items to a resalable condition.

8. LIMITED WARRANTY ON PRODUCTS MANUFACTURED BY SELLER. The Seller warrants to the original purchaser that products of its own manufacture to be delivered hereunder will be free from defects in materials or workmanship under normal use and service for a period of one year from date of shipment. Seller’s obligations under this Warranty are limited to replacing or repairing or giving credit for, at its option and at any of its plants, any of said products which shall, within one year after shipment, be returned to Seller’s plant of origin, transportation charges prepaid, and which are, after products examination, disclosed to the Seller’s satisfaction to be thus defective. This Warranty does not apply to defects caused by shipping damages, or to any products manufactured by Seller which have been subject to improper installation, misuse, neglect, accident, ordinary wear and tear, or Buyer’s attempts to use any product beyond its mechanical, thermal or electrical capacity. The aforementioned provisions do not extend the original Warranty period of any product that has either been repaired or replaced by Seller.

THIS LIMITED WARRANTY OF SELLER, SUBJECT TO THE LIMITATION ON DAMAGES, IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, STATUTORY, OR IMPLIED BEYOND THE DESCRIPTION ON THE FACE HEREOF, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND OF ALL OTHER LIABILITIES OR OBLIGATIONS ON THE SELLER’S PART, AND SELLER NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OF THE SAID PRODUCTS. THIS LIMITED WARRANTY MAY NOT BE VERBALLY CHANGED OR MODIFIED BY ANY REPRESENTATIVE OF SELLER.

9. DISCLAIMER OF SELLER’S WARRANTY ON PRODUCTS MANUFACTURED BY OTHERS. Products not manufactured by Seller are covered, if at all, by the original manufacturer’s warranty, copies of which are available on Buyer’s request. Seller makes no warranty or representation whatsoever, expressed or implied, beyond the description on the face hereof including the warranty of merchantability and fitness for a particular purpose, with respect to products not manufactured by Seller.

10. APPLICABLE LAW. The validity, performance and construction of these terms and all sales there under shall be governed by the laws of the state in which Buyer’s order is accepted by Seller.

CHECK FOR DAMAGE & VERIFY CONTENTS UPON RECEIPT

ANY OBVIOUS DAMAGE TO THE CARTON OR PACKAGES SHOULD BE IMMEDIATELY BROUGHT TO THE ATTENTION OF THE CARRIER DELIVERING THE SHIPMENT TO YOU AND NOTED ON THE DELIVERY RECEIPT. IF CONCEALED DAMAGE IS DISCOVERED WHEN MERCHANDISE IN UNPACKED, SAVE THE PACKAGES AND NOTIFY THE CARRIER FOR INSPECTION. YOUR CLAIM FOR DAMAGED MATERIALS SHOULD BE FILED AT ONCE WITH THE TRANSPORTATION COMPANY, AS THE RESPONSIBILITY OF RYAN HERCO PRODUCTS CEASES UPON DEIVERY TO THE CARRIER AT THE SHIPPING POINT. SHOULD YOU NEED ASSISTANCE WITH THE CLAIM, WE WILL BE GLAD TO HELP.

CLAIMS FOR SHORTAGES OR INACCURATE FILLING OF ORDERS MUST BE MADE TO RYAN HERCO PRODUCTS WITHIN TEN DAYS AFTER RECEIPT OF GOODS. THERE IS A MINIMUM OF 15% RESTOCKING CHARGE ON ANY UNUSED ITEMS RETURNED FOR CREDIT OR EXHANGE WHEN RYAN HERCO PRODUCTS CORPORATION IS NOT IN ERROR.

RETURNED GOODS WILL BE ACCEPTED ONLY WITH PRIOR APPROVAL.