Standard Terms and Conditions

RTE shall supply the product to Buyer as defined by formal pricing quotation utilizing the terms and conditions within this agreement. The RTE product may comprise Electronics hardware, firmware, software, and/or services.

Prices quoted are subject to change without notice unless indicated specifically otherwise in the RTE Price Quotation or specifically denoted within the RTE Order Confirmation. All sales are Ex-Works (EXW) the producing factory of Refrigerated Transport Electronics, Inc. (USA). All loading charges, Inland freight, terminal charges, loading on carriage charges, ocean/Air Freight, charges on arrival, taxes, excises, customs 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 RTE, shall be reimbursed to RTE by the Buyer, and any increases after acceptance of order will be added to Buyer’s prices. Buyer shall pay for any and all additional expense incurred by RTE as a result of Buyer’s changing specifications or requirements or delivery schedules after the date the order is acknowledged by RTE.

a. Pricing is exclusive of any applicable taxes, duty, tariffs or fees (collectively “taxes and fees”) including but not limited to sales, use, excise, import, export, or any similar tax or any fee to comply with applicable government imposed regulations whatsoever including but not limited to environmental regulations regarding elimination of certain chemical content and recycling fees, FCC regulations, and any other regulations that govern or affect the provision of the Equipment, Software, or Professional Services, as the case may be, including any tax or fee levied on the transaction as a result of an audit by a governmental body.

b. Taxes and fees will be invoiced to and paid by the Buyer. If Buyer purchases the Equipment for resale, lease, or rent, Buyer may submit a valid exemption certificate from the applicable state or states in lieu of payment of sales taxes; however, Buyer shall indemnify and defend RTE at Buyer ’s expense against all liability for any taxes or assessments, plus any interest, fines and penalties, assessed by any governmental entity, which are not invoiced by RTE to Buyer in reliance upon an exemption certificate or a representation by Buyer that such taxes or assessments are not applicable to the sale.

Unless indicated specifically otherwise in the RTE Price Quotation or specifically denoted within the RTE Order Confirmation, 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 RTE in order to enable RTE to apply for an export license. All quotations and order acknowledgments are subject to RTE obtaining an export license if the commodity requires such a license. If required by RTE, 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.

​RTE will, without additional charge to the Buyer, package and, unless Buyer instructs otherwise in writing, arrange for shipping the Equipment by RTE ’s choice of carrier according to customary standards for domestic or international shipments, as the case may be, of similar items. Buyer is responsible and will be invoiced for the costs of shipping and any special packaging specified by Buyer. Buyer is responsible for ensuring the
Equipment in transit, if desired. If Buyer desires RTE to arrange insurance in transit, Buyer must so specify in writing. Buyer is responsible and will be invoiced for costs of insurance arranged by RTE at Buyer’s request. For international shipments, customs clearance is the responsibility of the Buyer and duties and any customs clearance or customs brokerage fees or charges are to be paid directly by the Buyer.

In the case of an international sale, that is, one in which Buyer has designated a destination address for Equipment that is outside the United States, RTE shall be responsible for obtaining any required export licenses from the United States Government to cover such sale to such designated destination. Buyer shall be responsible for obtaining from any government all necessary licenses and permission to import the Equipment to such designated destination. Buyer shall not violate the terms of the applicable export license, divert or suffer the diversion of any shipment of Equipment from its designated destination and shall not otherwise export (as the term is defined in applicable United States laws), reexport, re-import, or forward any of the Products without all necessary licenses from the United States Government and any other government
with jurisdiction over such transactions.

​Delivery dates are approximate, but RTE will make commercially reasonable efforts to deliver on time and will notify Buyer if a scheduled delivery is expected to be delayed. If Buyer requests, RTE will arrange for shipment by premium transportation, provided that Buyer will pay the additional shipping cost. Buyer must inventory the product received and report any shortages or mismatches from the packing slips within 10 days (after received date). RTE will take necessary corrective actions to remedy the situation. RTE reserves the right to reject all claims for shortages not made with fourteen days after receipt of shipment.

Buyer shall immediately after delivery of the goods and prior to use, fully inspect, examine and make such technical tests as shall be required to determine that the goods are free from defect. Buyer shall notify RTE of any non-conformity to specifications within 10 days (after received date). RTE shall review the reported non-conformity and report the corrective actions.

​Unless indicated specifically otherwise in the RTE Price Quotation or specifically denoted within the RTE Order Confirmation, risk of loss or damage to the goods shall pass from RTE 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 RTE.

Payment with respect to RTE Equipment, Software, and/or Professional Services shall be in United States of America (USA) Dollars. Payment terms are “Net 30” days following the invoice date. Should Buyer fail to make payment as required, RTE may stop delivery of Equipment in transit, may reclaim Equipment upon demand, and may terminate any new orders or portions of ordered that have not been delivered. For International trade, a “Letter of Credit” shall be required from the Buyer. If Buyer is in default of any obligation hereunder, or if a proceeding in bankruptcy, dissolution, liquidation, insolvency, receivership or reorganization is instituted by or against Buyer, Buyer’s property or business, then RTE shall have the right to declare the unpaid balance owing under any orders to be payable immediately, and to take immediate possession of the Equipment or any portion thereof without demand, further notice or legal process.

Orders for special custom products or custom product modifications may be considered complete at ten (10) percent over or under quantity ordered. However, RTE will at all times endeavor to ship the exact amount specified on the order acknowledgement form.

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 RTE. Any tools, dies, or materials supplied by Buyer shall be insured by Buyer and RTE 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 RTE’s specific and reasonable control.

“Software Components” means software and/or firmware programs embedded in the Hardware or otherwise furnished with or in connection to the Equipment by RTE. The Software Components are proprietary intellectual property owned by RTE. The Software Components shall remain the property of RTE. Buyer is granted a non-transferable license to use the Software. Buyer shall not make any copies of the Software Components, download the Software Components off the Hardware, reverse engineer or decompile the Software Components, or disclose the Software Components to any third party individual or company. The Software Components are designed and licensed to Buyer solely for use in connection with RTE equipment. Any use or attempted use with any other hardware or for non-intended use shall automatically terminate and cancel all of Buyers’ rights and license with respect to the Software Components.

a. RTE warrants to Buyer that on the date each item of Equipment is delivered, it shall comply with the applicable RTE product description and be free from defects in material or workmanship, subject to the terms and conditions set forth in the remainder of this section. The RTE warranty does not cover defects or nonconformity caused by abuse, mishandling, accident, improper storage, improper installation, improper application, improper operation, extreme temperature, humidity or other environmental conditions, or the malfunction of another component or part (including any software or firmware) of any device in which the Equipment is installed or with which the Equipment interfaces, nor does it extend to Equipment which has been modified or repaired by anyone except RTE or whose serial numbers or identification marks have been altered or removed.

b. Replacement or repaired Equipment provided to Buyer by RTE under this warranty is warranted as new for the remainder of the original warranty period.

c. RTE ’s sole obligation and Buyer’s sole and exclusive remedy for defective or nonconforming Equipment is repair or replacement at RTE’s option under the terms of this warranty, and such repair or replacement shall satisfy RTE ‘s entire obligation to Buyer for defective or nonconforming Equipment and liability to or through Buyer, whether in contract, tort, negligence, strict liability or otherwise. A replacement may be new equipment or refurbished to like new condition.

d. Prior to returning Equipment for any warranty claim, the Buyer shall request a return material authorization (RMA) and return shipping instructions from RTE. Refer to document #5C28A1xx RTE Product Return Policy for additional return procedures.

e. Buyer is responsible for any and all costs and risks of de-installation of the Equipment and Buyer shall return allegedly defective Equipment at Buyer’s expense.

f. If returned Equipment is found non-defective, then RTE shall ship the Equipment back to the Buyer at the buyer’s expense.

g. If returned Equipment is found to contain a defect that is not covered by this warranty, then RTE shall provide a written quotation showing the estimated repair costs or the replacement price. If the Buyer does not provide instructions as to the disposition of the Equipment within 30 calendar days from receipt of the estimate or quotation, then RTE shall ship the Equipment back to the Buyer at the buyer’s expense.

h. If returned Equipment is found to be defective or nonconforming and the defect or nonconformity is covered by this warranty, then RTE shall, at its option and at no charge to Buyer, repair or replace the Equipment. Following the repair or replacement, RTE shall ship the Equipment back to Buyer at RTE’s expense. Buyer is responsible for all costs and risks of installation of the repaired or replaced Equipment.

i. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES GRANTED BY RTE. RTE DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

j. RTE’s standard warranty on Electronic assembly products is one (1) year from the date of shipment. This does NOT include cabling portions of the products, which shall be covered with a limited 90-day warranty. Spares and replacement cabling shall be readily available from RTE at agreed-upon pricing. RTE Software products are provided “as is” without warranty of any kind, either express or implied, including without limitation any implied warranties of condition, uninterrupted use, merchantability, fitness for a particular purpose, or non-infringement. RTE offers an annual service agreement to address the level of support as required by the Buyer, ensuring software support.

k. No action for any breach of any warranty by RTE may be commenced more than one (1) year following the expiration date of the applicable Warranty Period.

Goods cannot be returned for credit except with RTE’s written permission in advance. Credits allowed by RTE upon such returns shall be limited to stock items in factory condition and will be subject to a deduction of up to forty percent (40%) as a service charge for handling, retesting and restocking. RTE reserves the right to not allow returns for any product sold on a non-cancelable, non-returnable unless indicated specifically otherwise in the RTE Price Quotation or specifically denoted within the RTE Order Confirmation.

a. IN NO EVENT AND UNDER NO CIRCUMSTANCES, SHALL RTE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF PRODUCT, LOSS OF LOAD, LOSS OF SERVICE, COLLATERAL DAMAGE TO PROPERTY, BUSINESS INTERRUPTION, LOSS OF OR INCORRECT BUSINESS INFORMATION/DATA AND THE LIKE)
SUFFERED OR INCURRED BY BUYER OR ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH (i) ANY BREACH OF ANY PROVISION OF THIS AGREEMENT; (ii) THE DELIVERY, USE, PERFORMANCE OR NONPERFORMANCE OF ANY ITEM SUPPLIED UNDER THIS AGREEMENT; (iii) ANY CLAIMS AGAINST BUYER BY ANY PARTY; OR (iv) ANY OTHER OBLIGATION RTE MAY HAVE, REGARDLESS OF WHETHER SUCH DAMAGES WERE REASONABLY FORSEEABLE AND REGARDLESS OF WHETHER RTE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER ACKNOWLEDGES THAT IT IS BUYER’S RESPONSIBILITY, AND NOT THAT OF RTE, TO INSURE ITS ASSETS AND BUSINESS AGAINST SUCH RISKS TO THE EXTENT IT DEEMS APPROPRIATE AND THAT ANY SUCH RISKS AGAINST WHICH BUYER DOES NOT OBTAIN INSURANCE ARE BUYER’S RISKS ALONE.

b. BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF WARRANTIES AND THE MAXIMUM EXTENT OF RTE’S LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE, BUT EXCEPTING LIABILITY FOR PERSONAL INJURY CAUSED SOLELY BY RTE’S NEGLIGENCE) WITH RESPECT TO THE EQUIPMENT FURNISHED UNDER THIS AGREEMENT AND ALL OTHER PERFORMANCE OR NONPERFORMANCE BY RTE RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE PRICE BUYER HAS PAID FOR THE EQUIPMENT WHICH IS THE SUBJECT OF THE DAMAGE CLAIM. BUYER SHALL INDEMNIFY AND HOLD RTE HARMLESS FROM ANY AND ALL CLAIMS, ACTIONS, SUITS, PROCEEDINGS, COSTS, EXPENSES, DAMAGES AND LIABILITIES OF ANY KIND THAT ARISE OUT OF OR ARE CONNECTED WITH THE BUYER’S POSSESSION, USE, OR OPERATION OF THE EQUIPMENT TO THE EXTENT THAT THEY EXCEED THE PRICE BUYER HAS PAID FOR THE EQUIPMENT WHICH IS THE SUBJECT OF THE DAMAGE CLAIM.

c. THE LIMITATIONS OF LIABILITY AND INDEMNITIES SHALL SURVIVE FOR THE LIFE OF THE EQUIPMENT. THESE EXCLUSIVE REMEDIES SHALL NOT BE DEEMED TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE SO LONG AS RTE IS WILLING TO REPAIR OR REPLACE DEFECTIVE EQUIPMENT. RTE NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR RTE ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, OR USE OF
THE EQUIPMENT FURNISHED UNDER THIS AGREEMENT.

a. “Confidential Information” means information marked or otherwise identified in writing by a Party as proprietary or confidential or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential. It includes non-public information regarding either Party’s products, features, marketing or promotions, as well as the terms of this Agreement and any pricing provided by RTE to Buyer other than RTE’s published list prices.

b. Confidential Information does not include information which: (i) the recipient developed independently without reference to any of the discloser’s Confidential Information; (ii) the recipient knew before receiving it under this Agreement; or (iii) is or subsequently becomes publicly available or is received from another source, in both cases other than by a breach of an obligation of confidentiality.

c. During and for a period of 5 years after the term of this agreement, neither Party will use the other Party’s Confidential Information without the other Party’s written consent except in furtherance of this business relationship or as expressly permitted by this Section, or disclose the other Party’s Confidential Information except to obtain advice from legal or financial consultants; or) if compelled by law, in which case the Party
compelled to make the disclosure will use its best efforts to give the other Party notice of the requirement so that the disclosure can be contested.

d. Each Party will take all reasonable precautions to safeguard the other Party’s Confidential Information. Such precautions will be at least as great as those the Party takes to protect its own Confidential Information. The receiving Party will disclose the other Party’s Confidential Information to its employees or consultants only on a need–to-know basis and subject to the confidentiality obligations imposed herein. When the other Party’s Confidential Information is no longer necessary to perform any obligation under this Agreement, the receiving Party will return it to the other Party or destroy it at the other Party’s request. Each Party will immediately notify the other Party upon discovery of any unauthorized use or disclosure of the other Party’s Confidential Information, and will cooperate in any reasonable way to help the other Party regain possession of the Confidential Information and prevent further unauthorized use or disclosure.

RTE shall not be liable for failure to perform any of its obligations under this Agreement or any purchase order placed by the Buyer for RTE equipment, Software, and/or Services hereunder due to causes beyond its reasonable control. Such causes shall include, but shall not be limited to, such things as acts of God, fire, flood, earthquake or other natural disaster, unusually severe weather conditions, war, terrorist activity, embargo, riot, the intervention of any governmental authority, strikes (regardless of the characterization thereof), labor slowdowns or walkouts, shortages of labor, material or transport, and failures of suppliers to deliver in accordance with the terms of their contracts. RTE will, within a reasonable time after a force majeure event, notify Buyer in writing, and the time for delivery or other performance by RTE hereunder shall be extended by at least the same length of time as such force majeure event continues.

This Agreement will NOT be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship. The Parties (defining RTE and the Buyer) hereunder are independent contractors in which they can control their own means and methods to carry out the obligations of this Agreement.

If any provision of this Agreement or any Related Order hereunder is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties intend that the provisions of this Agreement and Related Orders be enforced to the fullest extent permitted by applicable law. Accordingly, the Parties agree that if any provision is deemed not enforceable, it will be deemed modified to the extent necessary to make it enforceable.

The Purchase Order for RTE Equipment, Software or Services is binding on the Parties and their respective successors and assigns. Either party may assign the Purchase Order to an Affiliate (controlling company) on prior notice to the other. RTE may assign this Agreement and Related Orders to any person or entity acquiring all or substantially all of the business and assets of RTE upon prior notice to Buyer. Otherwise, neither party may assign this Agreement or any Related Order without the prior written consent of the other. Any such attempted assignment without such consent shall be void.

All notices between the Parties must be in writing and will be deemed given as of the day they are received by select service. Postage must be prepaid, addressed to the Party as specified.

Each Party is prohibited from using in any promotions, advertising, public relations, marketing, or other similar actions, any company name, company division name, trade name, trademark, or other designation of the other Party without the prior written permission of the other Party. The only exception would be that RTE may identify the Buyer by official marketing (Company graphic LOGO) and name on its Buyer customer list
and marketing material listing the RTE customer list.

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.

The Office of Foreign Assets Control (OFAC) of the US Department of the Treasury administers and enforces economic and trade sanctions based on US foreign policy and national security goals. Thus, the final shipping destination or party to the end-user may NOT be a sanctioned entity. If any diversion is found to occur into sanctioned countries, immediate return of equipment is required at the Buyers expense and this agreement shall become null and void. If the Buyer is planning to resell, lease, or rent the RTE System, It is the Buyers responsibility for due diligence ensuring that RTE is compliant with the OFAC regulations (ensuring no business activity with any parties on the OFAC Consolidated Sanctions List data file). Buyer with the intent of resell, lease, or rent must provide RTE with documentation stating the location and the end-user entity name prior to any business transaction.

THE PURCHASE ORDER, INCLUDING THE ORDER ACKNOWLEDGEMENT, WHICH, WITH THIS DOCUMENT, REPRESENTS THE PARTIES’ ENTIRE AGREEMENT AND CANNOT BE MODIFIED EXCEPT BY A WRITING SIGNED BY A DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. BUYER UNDERSTANDS THAT THE FEES CHARGED BY RTE REFLECT THE ALLOCATION OF RISK EXPRESSED BY THE LIMITED WARRANTIES, THE EXCLUSIVE LIMITED REMEDIES FOR BREACH OF THOSE LIMITED WARRANTIES, AND THE LIMITATIONS ON LIABILITY AND DAMAGES SET FORTH IN THIS AGREEMENT. THE BUYER EXECUTES THIS AGREEMENT BY PLACING THE PURCHASE ORDER WITH RTE, AND THUS THE BUYER ACCEPTS THESE TERMS AND CONDITIONS AND AFFIRMS THAT IT UNDERSTANDS THAT TO CHANGE THEM WOULD AFFECT THE ECONOMIC BARGAIN EXPRESSED IN THE
PURCHASE ORDER PLACED BY THE BUYER FOR RTE EQUIPMENT, SOFTWARE, AND/OR SERVICES TERMS AND CONDITIONS.

Buyer hereby agrees to indemnify and save RTE 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 not 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 RTE product or service.

The terms and conditions on this form constitute the final, complete and exclusive statement of agreement between RTE and Buyer. No representations of any kind will be binding on the RTE unless they are set forth herein. RTE 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 RTE’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 RTE unless made in writing and signed by an authorized offer of RTE.

Refrigerated Transport Electronics, Inc. – 1 West Center Street – McGraw, NY 13101 U.S.A
ISO9000\INTDOCS\28COMDOC\COMPROC\5C2886022 RTE’s Standard Terms and Conditions of Sale.docx