Terms & Conditions

Terms & Conditions of Quotation and Sale

1. Definitions
1. “Seller” means Ralphs-Pugh Co., Inc., having its place of business at 3931 Oregon Street, Benicia, CA 94510 USA.
2. “Buyer” means the person, firm or company who purchases the Goods from the Seller.
3. “Contract” means the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Terms and Conditions.
4. “Goods” means rollers and conveyor components and any item or items described in any quotation and/or acceptance of any order or any part thereof.
5. “Terms and Conditions” means the terms and conditions set out in this document.
2. Acceptance
1. All quotations are subject to confirmation by the Seller on receipt of any order and the Seller reserves the right to refuse any order.
2. Quotations provided by the Seller will remain valid for the period of time as indicated in the quotation after which the Seller reserves the rights to requote if requested by the Buyer to proceed further.
3. Title
1. Title to the Goods shall transfer to the Buyer at Seller’s dock if the Buyer arranges and pays for transportation, or at the Buyer’s dock if Seller arranges and pays for transportation.
4. Terms of Payment
1. Where credit is granted, unless otherwise agreed in writing, all sums payable must be paid in the full amount as indicated by the invoice no later than 30 days from the date of the invoice.
2. All payments to the Seller shall be made in US$.
3. If payment is not made in accordance with Clause 4a, the Seller reserves the right to charge Interest on the overdue balances for the period from the due date of the invoice until the date of payment at a monthly rate of 1.5% on the overdue balance.
4. Failure to pay by the due date shall entitle the Seller to suspend delivery of all current and future orders.
5. Where the Seller has good reason to believe the buyer may default on payment, the Seller reserves the right at any time and in its absolute discretion to demand immediate payment of any account and to take legal action to recover the debt and costs.
6. The Seller reserves the right in its absolute discretion to refuse to grant credit.
7. The Seller may, at any time, without limiting any other rights and remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Buyer to the Seller.
8. The signatory listed within Credit Application personally guarantees payment of all charges made to the account. In the event that legal proceedings are required for collection of the account, the signatory will be responsible for all costs and legal / collection fees required.
5. Taxes
1. The Buyer shall reimburse the Seller for all taxes or other charges which the Seller may be required to pay to any government (national, state or local) upon the sale or transportation of the goods unless otherwise agreed in writing.
6. Special Tools & Other Charges
1. Any design and manufacture of any special tools, dies, jigs or fixtures required for production of the Goods, even if charged to the Buyer, shall, along with the Intellectual Property (Clause 11) rights therein, remain the property of the Seller.
7. Modifications
1. All modification change requests shall be made by the Buyer in writing.
2. The Seller will not agree to incorporate or implement any modification, drawing change, revision change or other change until the Buyer has accepted the Seller’s calculation of the costs and time for implementing any requested change.
3. In addition, should such change affect the processing or production of this part, the Seller shall have the right to renegotiate the pricing for the Contract.
8. Delivery & Schedules
1. Unless agreed in writing at time of order, the Buyer will be responsible for the whole costs of transportation and insurance in addition to the price of the Goods.
2. Unless agreed in writing at time of order, the Seller does not accept any financial penalties for late deliveries.
9. Changes & Cancellations
1. Orders are not subject to change, cancellation, or return by the Buyer other than with the prior written consent of the Seller.
2. In the event of an authorized cancellation or change to an order by the Buyer, the Buyer shall accept all completed Goods and all Goods in process at full price. In addition the Buyer shall reimburse the Seller for any loss on materials, tooling or other items purchased, for the purpose of fulfilling the order along with reasonable overhead but without profit.
3. Restocking fees may apply for Goods authorized for return to the Seller. Any Goods authorized for return must be received back to Seller in unused/new condition in original packaging.
10. Warranties
1. Unless stated otherwise in the documents accompanying these Terms and Conditions, Seller warrants that all Goods provided hereunder shall be free from defects in design and materials, and in compliance with all applicable specifications and drawings, for a period of (1) one year following date of shipment. If any nonconformity under this warranty appears within the warranty period, Buyer shall upon the request of the Seller return the Goods to the Seller for inspection.
2. The arrangement and payment of transport for Goods returned shall be as agreed between the Buyer and Seller. If the Goods are found not to be defective, the costs of transport shall be borne by the Buyer. If the Goods are found to be defective, the costs of transport shall be borne by the Seller.
3. Should the parties disagree as to the compliance of the Goods with the warranty set out in Clause 10a, the Buyer and Seller shall meet at the Seller’s premises or in any other mutually agreed manner within 10 days in order to reach a technical resolution or agreement. In the event of failure to reach agreement at such meeting, the provisions of Clause 12 Dispute resolution shall apply.
4. If the Goods do not comply with the warranty set out in Clause 10a, then the Seller at its option shall replace or repair the Goods, or refund the purchase price of the Goods. Except as provided in this Clause 10 the Seller shall have no liability for consequential damages whatsoever to the Buyer in respect of the Goods failure to comply with the warranty set out in Clause 10a.
5. Any and all repair or modification of Goods under this Clause 10 will be undertaken and arranged by the Seller only. The Seller will only absorb the cost of such replacement or repairs if such replacement or repairs have been undertaken by the Seller or an appointed party on behalf of the Seller.
11. Intellectual Property (“IP”)
1. “Intellectual Property” or “IP” includes any and all inventions whether or not patentable, trademarks, component designs or manufacturing processes and any improvements or enhancements thereto, copyrights and trade secrets and know-how, in each case whether registered or unregistered, and also including identified technical and non-technical or business-related information such as specifications, computer programs, drawings or blueprints.
2. All IP is and will remain the exclusive property of the party owning it. Neither party will be entitled to any right or license to any of the other party’s IP.
3. Unless agreed to in writing prior to acceptance of an order, any machine programs, tooling, fixtures, method of manufacture and any associated data used to manufacture the Goods remain the sole Intellectual Property of the Seller.
12. Governing Law / Dispute Resolution
1. This Contract shall be governed by the laws of the State of California without regard to its conflicts of law provisions. Each of the parties to this Contract consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of Solano County, California.
2. The management teams of the Seller and Buyer will make all reasonable efforts to resolve any dispute which arises in connection with the performance of the Contract. If a dispute cannot be resolved at the operational level then:
1. Either party may give written notice to the other setting out the nature and particulars of the matter which is the subject of the dispute.
2. Within 10 days after a party receives the notice, that party shall formally respond.
3. The notice and the response shall identify a senior manager of the party appointed by the party as a representative to conduct discussions and provide a thorough statement of that party's positions and full summary of reasons for supporting that position.
4. Within 10 days of receiving that response, the appointed senior managers from both parties shall meet to seek a resolution.
5. If no resolution is reached by the expiration of 30 days from the date of the notice of dispute, the parties agree to settle by binding arbitration in the State in which the party against which the dispute was made or at any other location mutually agreeable by the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any such arbitration shall be conducted by an arbitrator experienced in the manufacture and sale of hard goods. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
13. Termination
1. Should the Buyer seek to terminate the Contract, the Buyer will be liable for paying to the Seller the full amount of all claims as outlined in Clause 9, the cost of settling any legally justified claims in connection with the necessary termination of sub contracts entered into in respect of the Contract or part thereof and any other associated cost or claim in respect of the cancelled order or contract.
2. Either party has the right, without prejudice to its other rights and remedies, to terminate the Contract without liability, if the other party commits any material breach of any of its obligations under the Contract which it fails to rectify within 30 days of written notice of that breach; or ceases or threatens to cease to carry on its business or a substantial part of it or is unable to pay its debts; enters into liquidation whether compulsory or voluntary, except as a solvent company for the purposes of reorganization; or has an administrator or administrative receiver of the whole or part of its assets appointed or if any equivalent proceeding under any competent jurisdiction occurs.
14. Force Majeure
1. Neither Buyer nor Seller shall be liable for any failure to perform under the Contract if such failure is due to events which are beyond the reasonable control and without the fault of negligence of such affected party. The following events, for illustrative purposes only and without limitation, shall constitute Force Majeure under the Contract: acts of God or nature or of a public enemy, acts of government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, wars, sabotage, inability to obtain power, material, labor, equipment or transportation, or court injunction or order. Each party shall give the other immediate written notice of any event that such party claims is a Force Majeure condition that would prevent that party from performing its obligations hereunder, and the cessation of the condition. A party’s notice under the Clause shall include the party’s good faith estimate of the likely duration of the Force Majeure condition.
15. Indemnification
1. Each party agrees to indemnify, defend, and hold harmless the other party from and against any loss, cost, or damage of any kind (including reasonable attorneys’ fees) to the extent arising out of its breach of this Contract, and/or its negligence or willful misconduct.
16. Notices
1. All notices must be written in English and be delivered by hand or by registered or certified mail and addressed to the party at its office or such other address as that party may have specified to the other party in writing in accordance with this Clause.
2. Any notice will be deemed to be given as follows: (a) if delivered in person, at the time of delivery, or (b) if sent by commercial courier service or registered or certified mail at the date and time of signature of delivery receipt provided that in each case where delivery occurs after 5:00pm on a business day at the recipient's location or at any time on a day which is not a business day, service will be deemed to occur at 9:00am on the next following business day.
3. A notice required to be given under these Terms and Conditions shall not be validly given if sent by e-mail.
17. Survival
1. All of the provisions of the Contract shall survive termination, suspension or completion of the Contract unless they are clearly intended to apply only during the term of the Contract.