RLM SALES & SERVICES TERMS & CONDITIONS

By purchasing any product or part from RLM Sales & Services (RLM, Seller) now or in the future, the individual or company (Customer) purchasing said products or parts, acknowledges, agrees to, and understands the full terms and conditions as stated below.

TERMS & CONDITIONS

1. Membership – When a Customer places first order, they will receive an RLM Sales & Services (RLM or Seller) membership and the rites thereof for all purchases (minimum order is $100.00). RLM reserves the right to not sell product, cancel or reject a membership to any person or entity at any time, and at RLM’s sole discretion. RLM also reserves the right to not answer or block correspondence (including but not limited to website, email, chat, phone, text, conversations, meetings, interactions, etc.) from any Customer at any time, and at the discretion of RLM.
2. Quotes & Estimates
   1. Pricing –Any listed pricing (included but not limited to Excel sheets, links or websites) is not a guarantee and is subject to change at any time without notice
   2. Lead Times – Lead times are solely an estimate and not a guarantee in any way. Customer understands that RLM is not in any way responsible or liable for lead time variances. With so much variance in the market place (delays on raw materials, components, companies short staffed on the floor, etc), Customer understands that lead times may not be accurate and are estimates at best.
   3. Product Selection – It is the Customer's responsibility to make sure all products will work properly and accurately for their application. RLM may make suggestions and recommendations, but RLM and its representatives are not experts in every Customer application, and therefore, give full responsibility of selecting product to the Customer.
   4. NCNR (NON-CANCELLABLE, NON-RETURNABLE) – Customer understands and agrees that if an order has a line item stating NCNR, that the order is non-cancellable and non-returnable upon purchase. NCNR Goods cannot be returned to either Seller or the manufacturer (unless defective, and then pursuant ONLY to applicable procedures, warranties, if any, and under the complete discretion of the manufacturer), and must not be as a result of shipping damage. As purchaser of the NCNR Goods, Customer accepts full responsibility for the suitability for use of the NCNR Goods; and Customer accepts full responsibility for payment of any invoice(s) issued by Seller concerning the NCNR Goods, including for any NCNR Goods that are pipelined, ordered, received, or inventoried by Seller, and acknowledges that Seller is entitled to demand full payment from Customer.
   5. All written quotations shall automatically expire on the expiration date listed on the quotation, but in no event later than sixty (60) days after issuance, and are subject to withdrawal by notice within that period. RLM, at its sole option, may extend the effective date of written quotations. Prices shown on published price lists and other literature issued by Seller do not represent unconditional offers to sell, and are subject to change without notice. Prices do not include costs or fees associated with installation or final on-site adjustments. Prices also do not include shipping charges. All prices are F.O.B. manufacturer’s point of shipment, unless otherwise specifically set forth on the quotation or order acknowledgment. Prices stated are subject to change without notice. No discount will be allowed unless specifically set forth on the face side hereof. Pricing, typographical, or other errors in any offer by RLM is able to be corrected prior to product shipping. At the discretion of RLM, Customer may cancel order if production has not started and/or product or order is not in the shipping process and the product is not an NCNR product or order.
3. Orders
   1. Customer Agreement - By purchasing from RLM Sales & Services, Customer understands and agrees to the following:
      1. Customer agrees to pay RLM in full upon placing order and gives RLM the right to charge credit card, make a withdrawal from Customer's checking account, or any other method for amount of invoice.
      2. Customer agrees to pay any additional fees or charges that occur between placing the order and receiving the product. This includes but is not limited to change in supplier cost to RLM and/or shipping prices changing from the time of initial quote or invoice, to the time Customer receives the product. Customer agrees to pay and have their credit card, debit card, ACH (or any other form of payment) charged again (if necessary) for the difference.
      3. All orders are subject to acceptance by Vestil Manufacturing and RLM. Unless otherwise agreed to in writing by Seller and Customer, all sales transactions are expressly limited to the terms and conditions set forth below. ALL TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE ORDERS OF Customer OR OTHER DOCUMENTS SUBMITTED BY Customer ARE EXPRESSLY REJECTED AND SHALL NOT BE BINDING ON Seller UNLESS AGREED TO IN WRITING BY AN OFFICER OF Seller. BUYER’S ACCEPTANCE OF SHIPMENT AND/OR PAYMENT FOR THE EQUIPMENT CONSTITUTES ACCEPTANCE OF SELLER’S TERMS AND CONDITIONS. NO WAIVER OF THESE TERMS AND CONDITIONS OR ACCEPTANCE OF OTHER TERMS AND CONDITIONS SHALL BE CONSTRUED FROM SELLER’S FAILURE TO OBJECT TO THE SAME. ALL SALES ARE FINAL. EQUIPMENT CANNOT BE RETURNED WITHOUT SELLER’S PRIOR WRITTEN CONSENT.
   2. Purchasing with a Credit Card – Customer agrees to have RLM run his or her credit card for the full cost of the invoice due upon receipt of invoice. Customer also agrees to pay any fees or charges due to any issues with running credit card or obtaining the amount due. If pricing for shipping goes up from initial purchase to the shipping and receipt of product, Customer agrees to pay the difference and gives RLM permission and authority to charge the Customer's credit card, debit card, ACH (or any other form of payment) again (if necessary) to cover the difference. If Customer neglects to ask for any special requests or requirements for shipping, Customer agrees to pay the difference (i.e. lift gate, residential, limited access locations, special timed delivery, etc.). Shipping is solely based on shipping to an accessible commercial loading dock (without any variation of caveats).
   3. Purchasing with a Net Account – The person who fills out the request for any Net Account on behalf of a company or individual, agrees to be the guarantor, and agrees to be responsible to pay any charges necessary upon request if the Net Account is not paid on time. The guarantor will also agree to pay any additional charges or fees that are incurred due to the delinquent payment (including but not limited to late fees or charges, costs for additional services (i.e. collections, attorney fees, etc.), and original payment due. Customer understands that a Net account may be denied or canceled at anytime at the discretion of RLM.
   4. Seller may, at its sole discretion, require full or partial payment in advance. Upon Buyer’s failure to submit full or partial payment upon request, Seller may cancel or delay any or all orders and adjust those prices in effect at the time of delayed shipment.
   5. Terms of Payment. Payment terms are pay upon receipt of invoice, unless otherwise expressly stated on Seller’s quote, order acknowledgement, or invoice. Amounts past due are subject to a service charge of 1.5% per month (or fraction thereof) or the maximum rate permitted by law. All payments are to be made in U.S. funds at par. Orders and shipments are subject to the approval of the Seller. The Seller reserves the right to decline to make shipment whenever, for any reason, there is doubt as to Buyer's financial responsibility and Seller shall not in such event be liable for breach or nonperformance of this contract in whole or in part. 5. Taxes. Customer agrees to pay and/or reimburse Seller for any applicable taxes required by local, state, U.S. or other governing body. Customer is completely responsible and liable to make sure all taxes are paid for product. Customer will take the necessary steps to make sure all taxes are paid.
   6. Substitutions. Seller reserves the right to substitute the latest superseding or another design and manufactured equivalent Equipment, where interchangeability does not materially affect form, fit or function.
   7. . Order Changes and Cancellation. (a) Changes requested by Customer ─ Changes to orders are expressly subject to Seller’s approval and acceptance. Customer shall reimburse Seller for all additional costs and expenses related to any such change. Orders will not be subject to cancellation by Customer, either in whole or in part, without the written consent of Seller, and then only under terms that will reimburse Seller for all costs incurred by it, including, without limitation, preparation costs, costs of purchased materials, engineering costs, total factory costs of the items produced up to the date of acceptance of cancellation including direct labor and overhead, cancellation charges from Seller’s subcontractors and sellers, any other expenses, and an amount equal to Seller’s customary profit, less refund, if any, actually received by Seller on any purchased items which can be returned to the manufacturer.
   8. (b) Changes by Seller ─ Seller reserves the right to change or cancel any order: 1) Whenever Seller deems said change necessary to comply with laws, regulations, other mandatory authority, or requested by manufacturer; 2) When events require reallocation of production and/or delivery resources; and 3) as Seller additionally reserves the right to change materials and/or design of Equipment.
4. Shipping
   1. Shipping quotes are good for 10 days. If product ships “after 10 days” from original shipping quote, Customer agrees to pay any difference (if necessary) between the original cost quoted, and the actual cost for shipping. If Customer pays by credit card, debit card, or ACH (or any other means of payment), Customer agrees to be charged again and have a separate transaction (as necessary) to pay the difference in shipping costs.
   2. Equipment shall be shipped F.O.B. manufacturer’s point of shipment. Title, & risk of loss/damage, to the Equipment passes to Customer upon delivery to the carrier. Customer shall make claims for losses or damage directly with carrier. Seller reserves the right to apply its discretion regarding the manner and routing of shipments. Seller shall not be responsible for insuring shipments unless specifically requested by Customer and agreed to in writing by Seller. Any insurance so requested shall be provided at Buyer's expense. If Seller is obligated to pay freight on shipments, Seller may opt to add to the price of Equipment any increase in freight paid by Seller arising subsequent to acceptance of Buyer's order may.
   3. Freight quote numbers must be referenced on your purchase order in order to be honored. Freight quotes are only good for 10 calendar days from the day they are given. If the lead time and/or shipment extends past 10 days, it is the responsibility of the Customer to obtain an updated freight quote. Freight quotes are based on original information provided. Freight quotes will be based on a standard shipment to a commercial location with available, accessible loading docks. If there are any variations from the above, Customer must expressly share differences during initial shipping quote. In the event the information should change or is not given (i.e. residential delivery, liftgate needed, appointment delivery, any special expedite requests, government, military, inside delivery, non-commercial, school, church, university, hospital, farms, construction sites, prisons, or a site with limited access or no loading dock, etc.) any additional charges incurred will be the responsibility of the Customer. Liftgate service is not available for any shipments exceeding 60” in length. Flat beds will not be loaded without prior authorization from the manufacturer.
   4. Packaging. Prices stated are based on manufacturer’s standard packaging. Manufacturer reserves the right to package material in pallets, bulk or individual cartons. Packaging will be standard commercial package acceptable to commercial carrier. Special packaging will be used only when specified at Buyer’s cost. 8.2 Acceptance and Inspection. Upon Buyer’s receipt of shipment, Customer shall immediately inspect the Equipment. Customer must note damage/incompleteness of Equipment on the delivery receipt before signing for the Equipment. Unless Customer provides written notice to Seller of any claim for incompleteness of or damage to the Equipment within 48 hours of receipt, such Equipment shall be deemed finally inspected, checked and accepted by Customer and therefore, out of the obligation of the Seller.
   5. Delivery / Lead Time - All delivery/performance dates are approximate and shall not be deemed to represent fixed or guaranteed delivery dates. All such dates are contingent upon prompt receipt of all necessary information from Customer regarding Equipment and/or Services ordered. Seller will use reasonable efforts to meet the indicated delivery/performance dates but shall not be held liable for any loss or damage caused by delay resulting from labor disputes, damage to facilities, failure of contractors, subcontractors, or suppliers to fulfill scheduled deliveries, delays on receiving raw materials or components, or any other cause outside Seller’s reasonable control or causes which make Seller’s performance commercially impracticable. Customer understands and agrees that RLM has no liability or responsibility regarding the lead time and delivery of product, and relinquishes any and all rights to charge, sue, or hold Seller responsible in any way for issues caused to delayed product.
   6. Limitation of Liability. Seller SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, DELAYED DELIVERY, EXPENSE OR DAMAGE CAUSED BY, CONTRIBUTED TO, OR ARISING OUT OF THE ACTS OR OMISSIONS OF Customer OR THIRD PARTIES, INCLUDING MANUFACTURER, WHETHER NEGLIGENT OR OTHERWISE. IN NO EVENT SHALL SELLER’S LIABILITY FOR ANY CAUSE OF ACTION WHATSOEVER EXCEED THE COST OF THE EQUIPMENT GIVING RISE TO THE CLAIM, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER SUCH INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS OR OPPORTUNITIES), WHETHER ARISING OUT OF OR AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE
   7. 16. Force Majeure. Delivery dates are approximate and are subject to confirmation. Seller shall not be responsible for excusable delays, nor shall Customer refuse to accept delivery because of any such delays. "Excusable delays" include, without limitation, delays resulting from accidents, acts of God, strikes, fire, floods, weather disturbances, acts of terrorism, governmental controls, inability to obtain materials, failure of materials correctly ordered by manufacturer to meet specifications, or other causes reasonably beyond Seller’s and or manufacturer’s control, including any delay attributable to the carrier, the manufacturer or third party Seller. If Customer delays shipment, Customer will accept responsibility to the Equipment, the Equipment will be invoiced and payment in full nevertheless shall be due thirty (30) days after the date of such invoice or when stated on the invoice or quote and the Equipment shall be held at Buyer's risk and subject to reasonable storage charges. Any delays caused by Customer will not extend the stated startup or warranty period. 17. Waiver. No condoning, excusing or waiver by any party of any default, breach or nonobservance by any other party, at any time or times with respect to any covenants or conditions set forth herein shall operate as a waiver of that party's rights with respect to any continuing or subsequent default, breach or nonobservance, and no waiver shall be inferred from or implied by any failure to exercise any rights by the party having those rights. 18. Severability. Should any provision of these terms and conditions be declared invalid or unenforceable, the remaining provisions shall not be affected thereby, it being the intent of the parties that they would have executed the remaining portion without including any such part or portion which may for reason be declared invalid. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana (excluding its conflict of laws provisions), including the provisions of the UCC in the State of Indiana. Any proceeding pertaining to any such claim shall be venued in Allen or Steuben County Indiana at the discretion of the Seller
   8. 20. Entire Agreement/Amendment. Seller and Customer agree that the terms and conditions set forth herein constitute their complete and exclusive agreement regarding the subject matter of Buyer’s order and supersede any prior communications, representations or agreements of the parties, whether oral or written and cannot be altered, amended, or modified except in writing executed by an authorized representative of each party. 21. Assignability. Neither party may sell, assign, or transfer its rights, duties, or obligations under this Agreement without the prior written consent of the other; provided, however, that Seller reserves the right to (a) assign its rights, duties and obligations to any party purchasing substantially all of Seller’ assets and (b) subcontract the manufacture of Equipment. To the extent that assignment is permitted, this Agreement shall inure to the benefit of and be binding upon each party and its permitted successors and assigns. 22. Headings. Captions or headings are inserted only for convenience and shall not be construed as part of the foregoing terms and conditions or as a limitation upon the scope of the particular section to which they refer
   9. 23. Buyer’s Default. If Customer defaults in any payment of performance hereunder or becomes subject to any insolvency, receivership or bankruptcy proceeding or makes an assignment for the benefit of creditors or, without Seller’s consent, voluntarily or involuntarily sells, transfers, leases or permits any lien or attachment on the Equipment and/or parts delivered hereunder, Seller may terminate the order with Customer and treat all amounts then or thereafter that Customer owes hereunder to be immediately due and payable (subject only to credits required by law) or Seller, at its option, without prejudice to any other lawful remedies, may defer delivery or cancel any order then outstanding or repossess said equipment and/or parts by any means available by law. Seller shall be entitled to receive reimbursement for its reasonable and proper cancellation charges, plus, in any proceeding or action relating to a default by Customer, Seller shall be reimbursed by Customer for Seller’s attorney's fees and cost incurred by Seller in respect thereof. 24. Assignability: No assignment of this order by Customer without the consent of Seller in writing shall be binding. Seller reserves the right to (a) assign its rights, duties and obligations to any party purchasing substantially all of Seller assets and (b) subcontract the manufacture of Equipment. To the extent that assignment is permitted, this Agreement shall inure to the benefit of and be binding upon each party and its permitted successors and assigns. 25. Errors. Any clerical errors are subject to correction.