REHAU Incorporated / REHAU Industries Inc. / REHAU Automotive LLC / REHAU Construction LLC / REHAU Industries LLC
1. Purchases Controlled By These Terms And Conditions. All sales to Buyer by REHAU Incorporated / REHAU Industries Inc. / REHAU Automotive LLC / REHAU Construction LLC / REHAU Industries LLC, as applicable (“REHAU”), shall be made by REHAU and accepted by Buyer on the provisions of these Terms and Conditions.
2. No Duty To Do Business. REHAU reserves the right to not do business with Buyer at any time, and for any reason, and assumes no duty to sell to Buyer.
3. REHAU's Right to Sell or Use Products. REHAU reserves the right to make, sell and/or compete with Buyer with products similar to, or the same as, products sold to Buyer.
4. Acceptance of Orders. All orders are subject to acceptance and approval by REHAU.
5. Processing of Orders. All orders are processed immediately upon receipt and acceptance by REHAU. REHAU reserves the right to charge back to Buyer costs incurred from order cancellations or changes, and to consider additions as separate orders.
6. Back-Orders. When REHAU is unable to make a complete shipment of any order, unless otherwise requested in writing, REHAU reserves the right to make partial shipments and to submit invoices for such partial shipments. Back orders will be filled at prices and terms governing the complete original order.
7. Price Changes. All prices quoted from time to time by REHAU are subject to change without notice up to time of shipment.
8. Prices Exclude Taxes. Buyer agrees to pay any such taxes applicable to the sale or use of the products or, in lieu thereof, Buyer shall provide REHAU with a tax exemption certificate acceptable to the relevant taxing authorities. Buyer shall promptly reimburse REHAU for any tax advanced or paid by REHAU with respect to such products.
9. Title to Goods. Title to goods passes to Buyer when REHAU receives full payment, however, risk of loss passes to Buyer at the time of delivery.
10. Shipping. All shipments are FCA (Incoterms 2010) REHAU’s plant.
11. Credit Terms. Credit terms are, at the option of REHAU, either COD or net 30, unless otherwise stated in writing by REHAU. Buyer agrees that all invoices unpaid, in whole or in part, within terms will be subject to a service charge of 1-1/2% per month (18% annual rate). Buyer shall be responsible for REHAU's legal fees incurred by REHAU to collect any amounts not paid by Buyer.
12. Product Specifications. REHAU makes and sells products ordered by Buyer subject to reasonable tolerances set by REHAU. REHAU is not in any way liable for normal commercial variations in finish, weight and color. No condition, warranty or stipulation is made in respect of color stability of plastics due to solar effects from weather or other atmospheric conditions.
13. Limited Warranty. Products manufactured by REHAU are warranted to the original user to be free of defects in material and workmanship for a period of six (6) months from date of purchase from REHAU. Products which are sold by, but not manufactured by, REHAU are subject to the warranty provided by the manufacturer of said products and are not warranted by REHAU. THE WARRANTY GIVEN IN THIS SECTION 13 IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED ON THE PART OF REHAU. REHAU DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
14. Claims. If Buyer believes there is a defect with products sold by REHAU to Buyer, Buyer shall (i) immediately notify REHAU of such defect, (ii) cooperate fully with REHAU's investigation of the alleged defect, and (iii) comply in full with all shipping and return policies established by REHAU.
15. Returns. No merchandise will be accepted by REHAU as a return unless such return is authorized in writing by REHAU.
16. Limited Liability. If there exists a defect with products sold by REHAU to Buyer, REHAU's liability shall be limited to repairing or replacing at REHAU's option, F.O.B. REHAU's factory or authorized service station, the defective product in question. REHAU will not be liable for any costs of removal, installation, transportation, or any other charges which may arise in connection with a warranty claim. REHAU will not be liable for damage or wear to products caused by abnormal operating conditions, accident, abuse, misuse, unauthorized alteration or repair, or if the product was not installed in accordance with REHAU's printed installation and operating instructions. BUYER'S SOLE AND EXCLUSIVE REMEDY PURSUANT TO ANY CLAIM OF ANY KIND, INCLUDING BUT NOT LIMITED TO A CLAIM IN CONTRACT, NEGLIGENCE OR STRICT LIABILITY, AGAINST REHAU OR ANY OF REHAU'S AFFILIATES, SHALL BE LIMITED TO THE LIMITED LIABILITY OF REHAU DESCRIBED IN THIS SECTION. REHAU SHALL NOT BE HELD RESPONSIBLE FOR DAMAGE TO PERSON OR PROPERTY, CONSEQUENTIAL LOSS, LOSS OF PROFIT, LOSSES ON GOODS IN STORE OR THE LIKE, IRRESPECTIVE OF THE CAUSE, INCLUDING CAUSES WHICH ARISE OUT OF OR CONNECTED WITH, THESE TERMS AND CONDITIONS OR FROM THE PERFORMANCE OR BREACH OF THE TERMS HEREOF, OR FROM THE DESIGN, MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION, TECHNICAL DIRECTION OF INSTALLATION, INSPECTION, REPAIR, OPERATION OR USE OF ANY PRODUCT OR PART THEREOF COVERED BY THESE TERMS AND CONDITIONS OR SOLD TO BUYER BY REHAU.
17. Time Frame for Bringing Action. Any action for breach of warranty must be commenced within one (1) year of date of delivery.
18. Tooling. Buyer shall participate in the cost of any tools, dies or molds produced by or for REHAU in order to manufacture goods for Buyer. However, title and ownership shall remain with REHAU.
19. Intellectual Property. Buyer agrees not to appropriate, copy, use or disclose to third parties any of REHAU's proprietary trade secrets, such as plans, specifications, drawings, samples, tools, dies, models or manuals. Buyer shall not file for patent, trademark, service mark or copyright protection for any of REHAU's products.
20. Future Documents. THESE TERMS AND CONDITIONS CONTAIN THE ENTIRE PROVISIONS GOVERNING THE PURCHASE OF PRODUCTS BY BUYER FROM REHAU. ANY ADDITIONAL, DIFFERENT, OR INCONSISTENT TERM OR CONDITION CONTAINED IN ANY FORM OF PURCHASE ORDER, NOTICE, ACCEPTANCE, OR CONFIRMATION USED BY BUYER OR SUBMITTED BY BUYER TO REHAU IN CONNECTION WITH THE PURCHASE OF ANY MATERIALS FROM REHAU WILL BE OF NO FORCE OR EFFECT WHATSOEVER AND THESE TERMS AND CONDITIONS SHALL GOVERN THE SALE OF GOODS SOLD TO BUYER NOTWITHSTANDING THAT A PURCHASING ORDER OR A DOCUMENT USED IN A SALE CONTAINS TERMS IN CONTRADICTION OF THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS MAY BE AMENDED OR MODIFIED ONLY BY A WRITTEN INSTRUMENT SEPARATELY SIGNED BY BUYER AND REHAU. NO AGENT, SALESMAN, OR DISTRIBUTOR HAS ANY AUTHORITY TO OBLIGATE REHAU BY ANY TERMS, STIPULATIONS OR CONDITIONS NOT HEREIN EXPRESSED.
21. Binding Upon Successors and Assigns. These Terms and Conditions shall be binding upon any successor, by merger, acquisition or otherwise, of Buyer.
22. Governing Law. With respect to REHAU Incorporated / REHAU Automotive LLC / REHAU Construction LLC / REHAU Industries LLC, these Terms and Conditions must be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Any suit relating hereto, with respect to REHAU Incorporated / REHAU Automotive LLC / REHAU Construction LLC / REHAU Industries LLC must be filed in the courts in the Commonwealth of Virginia, USA. With respect to REHAU Industries Inc., these Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario. Any suit relating hereto, with respect to REHAU Industries Inc., shall be filed in the courts in the Province of Ontario, Canada.
23. Waiver. If, on any occasion, REHAU waives any term or condition, this waiver is not to be construed as a continuing waiver.
24. Force Majeure. All orders are accepted subject to delays in delivery caused by fires, floods, accidents, embargoes, labor disputes, failure of suppliers to deliver goods, material shortages or any other contingencies beyond the control of REHAU.
25. Severability. If any provision of these Terms and Conditions or the application thereof to any person or circumstance is held invalid to any extent, then the remainder of the Terms and Conditions or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of these Terms and Conditions shall be valid and enforced to the fullest extent permitted by law.
26. Headings. The headings for each paragraph are for convenience of reference only and shall not be deemed a part of these Terms and Conditions.