Warranty Liability

Refrigerated Transport Electronics, Inc. (RTE) will not be responsible for loss of cargo, other expenses or inconveniences, or consequential damages occasioned by failure of a product repaired by us. Implied warranties on products shall be in effect only for the duration of the expressed warranty set forth for one year from the date of shipment. After expiration, there shall be no warranties expressed or implied on product. Some states do not allow limitations on how long an implied warranty lasts for the exclusion or limitation of accidental or consequential damages, so the above limitation or exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other rights that vary from state to state.

Standard Terms and Conditions of Sale
These terms fully apply unless specifically noted differently on RTE’s quotation.

1. PRICES AND TAXES. Prices listed are subject to change without notice unless indicated otherwise on the face of this form.  All sales are F.O.B., the producing factory of Refrigerated Transport Electronics, Inc. (USA) unless noted otherwise on RTE’s quotation.  All taxes, excises, custom’s duties, fees and other charges imposed by any governmental authority upon the manufacture, sale, transportation, export or import of the goods sold hereunder shall be paid by Buyer or if required to be paid by Seller, shall be reimbursed to Seller by Buyer, and any increases after acceptance of order will be added to Seller’s prices.  Buyer will pay for any and all additional expense incurred by Seller as a result of Buyer’s changing specifications or requirements or delivery schedules after the date the order is acknowledged by Seller.

2. PRODUCTS MADE SPECIAL TO ORDER. Orders for special products or product modifications may be considered complete at 10 percent over or under quantity ordered.  However, Seller will at all times endeavor to ship the exact amount specified on the order acknowledgement form.

3. PAYMENT. Unless otherwise provided on the face of this form, payment shall be Net 30 days from the date of the invoice and shall be in United States of America Currency.

4. LIMITED WARRANTY AND LIMITATION OF LIABILITY.
(a) Seller’s exclusive obligations with respect to a non-conforming Product or Service shall be, at Seller’s option, to repair or replace the Product, if it is determined to be defective, or to re-perform the Service during the specified warranty period for the product or service. Notwithstanding anything herein to the contrary, the foregoing is Buyer’s sole and exclusive remedy for all claims under this Section 4(a).
THE FOREGOING WARRANTIES ARE THE SOLE WARRANTIES, EXPRESS OR IMPLIED, GIVEN BY SELLER IN CONNECTION WITH THE
PRODUCTS AND SERVICES, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES AGAINST
LATENT DEFECTS.
(b) Replacement Products shall be warranted as set forth in Section 4(a) above. Any Products repaired by Seller shall be warranted as provided in this
Section 4 (a) for the portion of the specified warranty period that remains.
(c) No warranty shall apply to any Product that has been subject to misuse, improper testing, assembly, mishandling, or which has been operated contrary to current instructions relating to installation, maintenance or operation, or contrary to industry standards relating to acceptable use and operating environment. No warranty shall apply to any Product usage not set out in specifications provided by the Purchaser; or usage which exceed the specifications provided by the Purchaser.
(d) BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, REMOVAL AND/OR
RE INSTALLATION COSTS, RE PROCUREMENT COSTS, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER’S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED BUYER’S PURCHASE PRICE FOR THE PRODUCT GIVING RISE TO SUCH CLAIM IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. SELLER SHALL NOT BE LIABLE FOR AND BUYER SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON SELLER’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS OR INSTRUCTIONS, OR MODIFICATION OF ANY PRODUCTS BY PARTIES OTHER THAN SELLER, OR USE IN COMBINATION WITH OTHER PRODUCTS.
(e) Buyer acknowledges that this Agreement was entered into at arms length and that it was not entered fraudulently
(f) All sales of parts or performance of service hereunder shall be subject to terms of the applicable R.T.  Electronics, Inc. Warranty for such product or service as the same may be the in effect on the date of each sale or rendering of service.  The remedies provided in such warranty are exclusive and the performance of such warranty shall constitute the complete obligation of R.T. Electronics, Inc. for any claim in contract or in tort (including negligence and/or strict liability) or otherwise arising from the sale, installation, modification, use maintenance, repair, operation or failure of any R. T. Electronics, Inc. service or part.

5. INSPECTION AND REJECTION BY BUYER. Buyer shall immediately after delivery of the goods and prior to use or resale, fully inspect, examine and make such technical tests as shall be required to determine that the goods are free from defect and suitable of non-conformity to specifications, buyer shall have the right to return the same to seller, but only after inspection by seller and receipt of definite shipping instructions from seller.  Such inspection shall be made and instructions given within thirty days after notice of rejection by buyer.  Either (1) failure to give notice of claim within 15 days from the date of delivery, or (2) the use of the goods furnished hereunder shall constitute a waiver by buyer of all claims in respect to such goods.  Seller’s liability for non-conforming goods or parts sold hereunder shall in any event be limited to the repair or the replacement thereof.

6. DELIVERY. Delivery dates are approximate.  Seller shall no be liable for delay of failure in delivery or manufacture caused by acts of God, fire or other casualties, accident , labor trouble or shortage, governmental action or regulations, inability to obtain or delay in obtaining material, equipment or transportation, or any other similar causes beyond its control.  In the event of delay or failure in production, Seller shall notify Buyer as soon as possible.

7. SHORTAGES. Seller reserves the right to reject all claims for shortages not made with fourteen days after receipt of shipment.

8. RETURNS. Goods cannot be returned for credit except with Seller’s written permission in advance.  Credits allowed by Seller upon such returns shall be limited to stock items in factory condition and will be subject to deduction of up to 40% as a service charge for handling, retesting and restocking.  Seller reserves the right to not allow returns for any product sold on a non-cancelable, non-returnable basis as specified on the face of this form.

9. RISK OF LOSS. Unless otherwise provided on the face of this document, risk of loss or damage to the goods shall pass from Seller to Buyer upon delivery to Buyer or its representative, to a carrier for shipment to Buyer, or the Post Office for mailing to Buyer.  In the case of returns, goods shall be at Buyer’s risk until received by Seller.

10. CANCELLATION OR SUSPENSION BY SELLER.  If in the exclusive judgment of Seller, the financial condition of Buyer at any time does not justify the commencement or continuance of production or shipment on the terms specified herein, Seller, in addition to all other remedies it may have may make written demand for full or partial payment in advance, may suspend its performance until such payment is made and, if such payment is not received by Seller within 10 days after delivery in person or by mailing of said demand, may terminate its further performance on this contract and may treat the contract as having been repudiated by Buyer.  Seller reserves the right to cancel the order in the event that any government price regulation schedule or ceiling prescribes a price lower than Seller’s price as established in the order of acknowledgment, or in any way prevents Seller from purchasing or otherwise acquiring any commodity or service necessary to the performance of the order, or in any way prevents Seller from adjusting its prices when the cost of any such commodity or services is increased.

11. EXPORT SALES. Unless otherwise provided on the face of the form, the following provisions apply to Export Sales.  The consignees must furnish an import license when so required by the country of destination.  If the commodity requires an export license from the United States Department of Commerce or from the United States Department of State, the consignee and/or end user in the country of destination will furnish an end use statement, an Import Certificate and/or Transaction Statement when requested by Seller in order to enable the Seller to apply for an export license.  All quotations and order acknowledgements are subject to Seller’s obtaining an export license if the commodity requires such a license.  If required by Seller, the Buyer further agrees to furnish a delivery verification certificate after the merchandise has been received in the country of destination.  All trade definitions used in forms relating to export sales are those adopted by the Revised American Foreign Trade Definitions, 1941.

12. TOOLS, DIES, ETC. Notwithstanding any charges or amortization for any tools, dies, fixtures, patterns or similar items in connection herewith, all such items shall remain the property of Seller.  Any tools, dies, or materials supplied by Buyer shall be insured by Buyer and Seller assumes no responsibility for damage thereto in the course of manufacture of goods for Buyer’s order or loss due to fire or other casualty beyond Seller’s specific and reasonable control.

13. INDEMNIFICATION. Buyer hereby agrees to indemnify and save Seller harmless from and against any and all loss, damage, injury, liability and claims (including amounts paid for legal fees and in settlement of such claims) other than the Buyer arising out of the sale, resale or use of the goods or services supplied hereunder for special, indirect, incidental or consequential damages such as but no limited to injury or damage caused to containers, contents, product cargo or by reason of the sale, installation, modification, use, repair, maintenance or failure of any R.T. Electronics, Inc. product or service.

14. TERMS AND MODIFICATIONS. The terms and conditions on this form constitute the final, complete and exclusive statement of agreement between Seller and Buyer.  No representations of any kind will be binding on the Seller unless they are set forth herein.  Seller hereby notifies Buyer of its objection to any terms and conditions stated by Buyer whether or not material that are in conflict with, inconsistent with, or in addition to those contained herein.  Any acceptance contained herein or which may be implied from Seller’s conduct is expressly made conditional upon Buyer’s assent to all terms and conditions contained hereunder.  No subsequent agreement or understanding in any way altering these terms and conditions shall be binding upon Seller unless made in writing and signed by an authorized offer of Seller.

15. GOVERNING LAW. The validity, construction and interpretation of all documents relating to this sale and the rights and duties of the party thereto shall be governed by the laws of the state of New York for domestic sales and by the laws of the United States of America for foreign sales.
IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM SELLER’S FAILURE a) FAILURE TO FULFILL THE TERMS OF BUYER’S ORDER, b) BREACH OF WARRANTY, c) NEGLIGENCE, OR d) STRICT LIABILITY FOR DEFECTS IN THE GOODS SOLD HEREUNDER.