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TERMS OF
PAYMENT
60%
Deposit with order.
35% With
Letter of Credit, EX WORKS, RBI, Houston, Texas USA from an approved
financial institution.
5% Upon
Completion.
CANCELLATION
The
Purchaser may cancel this contract at any time by giving written notice and
upon paying a Cancellation Fee. RBI, may cancel this
contract within 15 days of providing written notice to the Purchaser that
the Purchaser is in default of the payment terms contained in this
contract. The Cancellation Fee is payable by the Purchaser to RBI, in any
even of cancellation as follows:
(i) An amount based on the date of receipt of the notice
of cancellation or delay Within 59 days of delivery 25% of contract amount
for goods. Within 60 to 90 days of delivery 20% of contract amount for
goods. In excess of 90 days of delivery 10% of contract amount for goods.
(ii)
plus all restocking charges incurred by RBI, with its suppliers
returning
materials relating to this contract within 30 days of notice of
cancellation.
(iii) plus the cost of materials relating to this contract not
returned to suppliers or otherwise utilized by RBI, in its normal course of
business within 30 days of notice of cancellation.
The
Cancellation Fee is payable by check or by application of deposits
immediately upon submission of invoices from RBI Materials relating to this
contract not returned to suppliers or otherwise utilized by the Seller in
its normal course of business within 30 days of notice of cancellation
become property of the Purchaser upon payment of the entire cancellation
fee.
VALIDITY
Price
and delivery are valid for a period of sixty (60) days from the date of
quotation.
STANDARD
TERMS AND CONDITIONS
1. When
signed by an authorized officer of RBI and acknowledged and agreed to by
the Purchaser (as defined on the face of this document), the face and back of
this document together shall constitute a binding agreement (the
"Agreement") between RBI, and the Purchaser for the manufacture,
purchase and sale of the Equipment (as defined on the face of this
document). (RBI, and the Purchaser are hereinafter
collectively referred to as the "Parties").
2.
Alternatively, if the Purchaser or its agent, either orally or in writing,
requests that RBI, manufacture and deliver the Equipment (as set out in
such an oral or written request) these Standard Terms and Conditions shall
govern the purchase and sale of such Equipment including any amendments or
additions thereto and the Purchaser, by requesting such manufacturing and
delivery, shall be deemed to have agreed to and accepted these Standard
Terms and Conditions.
3. In
consideration of payment of the Purchase Price (as defined on the face
hereof) by the Purchaser, RBI, agrees to manufacture, sell, and deliver and
the Purchaser agrees to purchase the Equipment in accordance with the
provisions hereof.
4. The
Parties agree that the terms hereof constitute the entire agreement between
the Parties and that there are no representations, warranties or
conditions, express, implied or arising under statute, other than as stated
herein.
5. All
payments shall be in an acceptable currency, without offset, back charge,
retention or withholding of any kind. All invoices shall be payable upon
receipt by the customer. Payments will be made through a confirmed
irrevocable letter of credit and on an acceptable bank to the Seller,
direct deposit, certified bank draft or cash. Unless otherwise stated, all
prices are in US Dollars. Prices relating to Goods are ex factory, place of
manufacture. Labor rates shall be subject to change without notice and
shall apply when required from time to time.
6.
Delivery of the Equipment shall not be made unless and until all payment
terms are met.
7. The
Purchase Price does not include Goods and Services Tax pursuant to the
Excise Tax Act or any customs duties, import duties, excise taxes or like
charges levied by any governmental agency at the place of delivery of the
Equipment and that RBI, shall not in any way whatsoever be responsible in
whole or in part for the payment of such charges.
8. Any
amount paid by the Purchaser to RBI, and referred to as "Deposit"
on the face of this Agreement together with any subsequent amount paid to
RBI, by the Purchaser as partial payment of the Purchase Price shall
constitute a deposit by the Purchaser (hereinafter referred to as the
"Deposit"). In the event that the Purchaser neglects or refuses
to make any payment due hereunder or breaches this agreement or any other
chattel mortgage, security agreement or other agreement intended to secure
payment of the Purchase Price, RBI, may retain the Deposit as damages for
such breach or breaches without in any way prejudicing the right of RBI, to
recover from the Purchaser the balance of such damages.
9. RBI,
shall incur no liability for any delay or failure to deliver the Equipment
or for any delay or failure to perform any of its obligations hereunder by
reason of strike, threat of strike, lockout, fire, flood, interruption or
delay in manufacture or transportation, act of nature, war, insurrection,
mob violence, requirement of governmental authorities, embargo, shortage of
labor, equipment or materials, plant breakdown or any other causes beyond
the control of RBI, whether or not in existence or known to RBI, at the
time of acceptance of this Agreement.
10. The
Equipment shall be and remain at the risk of the Purchaser from and after
the time of delivery to the Purchaser or its agent or to a carrier for
transportation to the Purchaser whichever event shall first occur
(hereinafter referred to as the "Delivery Date").
11. The
Equipment shall be delivered to the Purchaser Ex Works at RBI, plant unless
otherwise agreed to in writing.
12. The
Purchaser agrees that it is deemed to have accepted the Equipment on
delivery. Any claims against RBI, for shortages in shipment shall be made
within five (5) calendar days of delivery and unless a claim or claims is
made in writing within that period, the Purchaser is deemed to have
accepted the Equipment as full satisfaction of RBI's obligations under this
Agreement.
13. In
the event that the method of shipment of the Equipment to the Purchaser is
not specified on the face of this Agreement, RBI,
may withhold delivery until the Purchaser specifies the method of shipment.
If method of shipment is not specified on the face of this Agreement and
the Purchaser fails to specify a method of shipment in writing prior to the
Delivery Date, RBI, shall be entitled to ship the
14.
Equipment by any method of shipment, which may be available at its sole
discretion which method, shall be deemed to have been agreed to by the
Purchaser.
15. Any
warranty respecting the Equipment is as set out in the Statement of
Warranty Policy delivered to the Purchaser, receipt of which is hereby
acknowledged by the Purchaser (the "Warranty"). No other
warranties are applicable or may be implied. The Warranty, if any, will be
valid for the number of calendar days specified on the face hereof
commencing on the Delivery Date (the "Warranty Length Period").
16. The
Purchaser hereby indemnifies RBI, from and against any and all claims,
losses, expenses, penalties, damages and liabilities of every kind
whatsoever which RBI, may be required to pay or which RBI, may sustain
resulting from personal injuries (including death) or property damage
suffered by any person by reason of the operation, handling, transportation
or use of the Equipment pursuant to the terms hereof or to the Warranty.
The limitations of liability and indemnities contained in this clause shall
survive the expiration or termination of this Agreement.
17. This
Agreement shall be governed by and construed in accordance with the laws in
force in the UNITED STATES OF AMERICA
and each of the Parties submits to the exclusive jurisdiction of the courts
of the UNITED STATES OF
AMERICA for the interpretation and
enforcement of this Agreement.
18. The
Parties agree and the Purchaser acknowledges that interest at the interest
rate of 2% per month will be charged by RBI, on all overdue accounts. The
Parties agree that interest pursuant to this clause will be compounded on a
monthly basis.
19. RBI, Is subject to laws in various jurisdictions
relating to restrictions on trade with certain embargo countries. Shipment
of the Equipment to embargo countries without approval from RBI, and the relevant governmental agency is made at the
Purchaser's sole risk.
20. If
anyone or more of the provisions of this Agreement are found to be void or
unenforceable for any reason, such provisions shall be considered, at such
time, to be deleted from this Agreement and this Agreement shall continue
in full force and effect as if such provisions were never part of this
Agreement.
STATEMENT
OF WARRANTY POLICY
1. RBI, warrants the Equipment to be free from defects in
material and workmanship for a period of TWELVE (12) months from the Date
of Delivery.
2. RBI,
reserves the right to inspect the Equipment to determine the validity of
the warranty claim and if determined to be valid, RBI, will, at its option:
(1) replace the defective Equipment or parts thereof; or (2) authorize the
Equipment or part to be returned to its authorized repair facility for
repair; or (3) authorize the Equipment or part to be repaired at your
plant. RBI, will not be responsible for any
transportation costs.
3.
Repair or replacement will be without charge, but removal and installation
of other parts, including additional parts furnished, will be made at
Purchaser's expense. No charges will be accepted for returns, repairs or
alternations done by the Purchaser unless previously authorized in writing
by RBI
4.
Purchaser acknowledges that the Equipment is of a size, design and type
requested by the Purchaser and agrees that, except as stated herein, there
are no other warranties, express or implied, including those or
merchantability or fitness for particular use, which RBI, hereby disclaims.
5.
Purchaser to pay all charges for travel time, kilometer charges, and travel
expenses for warranty work performed away from the RBI, fabrication
facility.
NOT
COVERED UNDER THIS WARRANTY
1.
Equipment or parts manufactured by others however, RBI, will assign the
benefits of any manufacturers' warranty if assignable.
2.
Equipment or parts that are or have been in contact with corrosive
chemicals or corrosive materials.
3.
Equipment or parts customarily subject to wear.
4.
Failure resulting from improper use or inadequate maintenance.
5.
Personal injuries or death to any person (including the Purchaser and any
of its employees, agents and contractors) or claims for loss or damage to
property or business either direct, indirect or consequential, caused or
contributed to by the Equipment or any failure thereof, regardless of
whether caused by RBI, or any other person or by any default or negligence
of RBI, its employees, agents and contractors.
This
warranty may not be assigned to any other party without the written consent
of RBI
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