Updated May 26, 2023
The following sets forth the terms and conditions under which the undersigned Customer will purchase from RelaDyne, LLC (and all entities that, directly or indirectly, control, are controlled by, or are under common control with RelaDyne, LLC) (collectively, “RelaDyne”) and RelaDyne will supply to Customer lubricants and other products (each a “Product” and collectively, the “Products”). All Products supplied are subject to these terms and conditions. Without limitation, placing an order and/or accepting the Product shall be deemed acceptance of this agreement. No additional or different terms or conditions, whether contained in Customer’s order or any other document or communication pertaining to Customer’s order shall be binding on RelaDyne unless accepted in a separate writing by an authorized representative, and RelaDyne expressly objects to any such additional or different terms and conditions.
- ORDERING. Customer is responsible for managing its inventory of Products and for contacting RelaDyne to order Products. Nothing in these terms and conditions obligates RelaDyne to accept any order from Customer.
- DELIVERY/SHIPPING TERMS. Once an order is accepted, RelaDyne will schedule delivery of the Products to Customer’s location in accordance with its standard delivery practices and agrees to make all reasonable efforts to deliver the Products in a timely manner. Title to the Products shall pass to Customer upon delivery. Customer shall pay all delivery fees and fuel surcharges and any fees for any special routing, handling, packaging or insurance requested by Customer.
- SPECIFICATIONS/ACCEPTANCE. At the time of delivery, the Products will conform to current standard specifications for the Products (the “Specifications”). If any Product does not meet the Specifications, Customer shall have the right to reject such Product by submitting to RelaDyne within a reasonable time, not to exceed 30 days, a written explanation for the basis of rejection and appropriate retained samples (4-ounce minimum). Products are presumed accepted unless RelaDyne receives written notice of rejection along with appropriate samples within the same time frame. RelaDyne will be given full opportunity to inspect, measure and test a Product and alleged deficiencies. RelaDyne will have a reasonable opportunity to replace properly rejected Products or reimburse Customer for the cost of properly rejected Products, at its option, and as Customer’s sole and exclusive remedy. If RelaDyne reasonably determines that rejection was improper, Customer shall responsible for all expenses caused by the improper rejection.
- PRICE/TAXES. Unless otherwise agreed to in writing and signed by an authorized representative of RelaDyne, Customer agrees that the pricing for the Products may be adjusted from time to time upon no less than 30 days prior notice from RelaDyne to Customer. None of the pricing includes charges for equipment, equipment maintenance or repairs, inventory management, or other services, and the pricing excludes all taxes, duties, fees, levies and charges relating to the sale of the Products. Customer is responsible for all such taxes, duties, fees, levies, and charges resulting from Customer’s order, whether now or hereafter imposed, levied, collected, withheld, or assessed. If RelaDyne is required to impose, levy, collect, withhold, or assess any such taxes, duties, fees, levies or charges on any transaction under this agreement, then in addition to the purchase price of the Product, RelaDyne shall invoice Customer for such taxes, duties, fees, levies and charges.
- PAYMENT/TERMS. Payment is due 30 calendar days from the date of invoice. If Customer is delinquent then RelaDyne may upon written notice to Customer withhold future shipments until all delinquent amounts and late interest, if any, are paid. Additionally, RelaDyne may at its option: (a) repossess the Products for which payment has not been made; (b) charge interest on delinquent amounts at 18% per annum or the maximum rate permitted by law for each full or partial month payments are overdue; (c) recover all costs of collection, including but not limited to reasonable attorneys’ fees in respect of overdue payments; (d) combine any of the above rights and remedies as may be permitted by applicable law. These remedies are in addition to all other remedies available at law or in equity. RelaDyne may re-evaluate Customer’s credit standing at any time. At any time, if RelaDyne determines in its sole discretion that Customer fails to qualify for payment terms, then RelaDyne may modify or withdraw credit terms, including but not limited to requiring advance payment, guarantees, or other security.
- WARRANTIES. RelaDyne expressly warrants that at the time of delivery to Customer, RelaDyne will (a) hold full and unencumbered legal and equitable title to the Products, and (b) have full right, authority, and power to transfer and convey such title to Customer and to effect delivery of the Product to Customer and (c) at the time of delivery the Products shall conform to the Specifications. OTHER THAN THE FOREGOING, THERE ARE NO GUARANTEES OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR SUITABILITY OF THE PRODUCT FOR ANY PARTICULAR PURPOSE. THERE ARE NO OTHER ORAL OR WRITTEN GUARANTEES OR WARRANTIES EXCEPT AS PROVIDED HEREIN.
- EXCUSABLE DELAY. RelaDyne will not be liable to Customer for any failure to meet its obligations due to any cause beyond RelaDyne’s control, including, without limitation: (a) delays or refusals to grant an export license in respect of the Products or the suspension or revocation thereof, (b) any acts of any government that would limit the ability of RelaDyne to perform under this agreement, (c) fires, earthquakes, floods, severe weather conditions, or any other acts of God, (d) pandemics, epidemics, quarantines, and regional medical crisis, (e) labor strikes or lockouts, (f) riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), and (g) shortages or inability to obtain materials or a Product. If an event beyond RelaDyne’s control causes a delay, then the date of performance shall be extended by the period that RelaDyne is actually delayed or for any other period as the parties may agree in writing. When performance is excused, RelaDyne shall not be obligated to obtain any of the Products from other sources.
- LIMITATION OF LIABILITY. IN NO EVENT WILL RELADYNE BE LIABLE FOR ANY INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, PUNITIVE DAMAGES, STATUTORY DAMAGES, INDIRECT DAMAGES, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, RELADYNE’S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED IN ANY MANNER TO THE PRODUCTS WILL IN NO CASE EXCEED IN THE AMOUNT ACTUALLY PAID BY CUSTOMER TO RELADYNE FOR THE PRODUCT FROM WHICH THE CLAIM AROSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BY OPERATION OF LAW, OR OTHERWISE.
- Indemnity. Customer agrees to and will protect, defend, indemnify, and hold RelaDyne harmless from and against any claims, demands, suits, losses, expenses (including reasonable attorneys’ fees), causes of action and liability of every type (“losses”) caused by, arising out of or resulting from the negligent acts or omissions of Customer.
- TRADEMARKS/LABELS. Customer agrees not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products, including without limitation the serial numbers or trademarks.
- COMPLIANCE WITH LAWS. Customer will comply with all federal, state, and local laws and regulations applicable to the use, storage, dispensing, and sale of the Products and the import or export of all of the Products delivered hereunder. Customer will defend, indemnify and hold RelaDyne harmless from and against any and all penalties, interest, costs, expenses, claims, judgments and orders with respect to such laws and regulations.
- TERMINATION. RelaDyne may terminate any or all unperformed orders by giving notice to Customer if: (a) Customer materially breaches a non-monetary provision of this agreement and fails to remedy the breach within 10 calendar days after written notice specifying the breach; (b) Customer fails to make any payment when due; or (c) any insolvency or suspension of Customer’s operations or any petition filed or proceeding made by or against Customer under any federal, or other applicable law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors or other similar proceedings. Termination does not affect any debt, claim or cause of action accruing to RelaDyne before termination. The rights of termination in this clause are not exclusive of other remedies that RelaDyne may be entitled to in law or in equity.
- ASSIGNMENT. Neither Party will assign any rights or obligations under this agreement without the advance written consent of the other Party, which consent will not be unreasonably withheld; provided, however, either Party may assign this agreement to any affiliate of such Party or in connection with the sale or transfer of all or substantially all the assets or business of such Party. Any attempt to assign or delegate in violation of this clause shall be void.
- WAIVER. The failure of either Party to enforce at any time any of the provisions of this Agreement shall not be construed to be a continuing waiver of any provisions hereunder nor will any such failure prejudice the right of such Party to take any action in the future to enforce any provisions hereunder.
- HEADINGS AND CAPTIONS. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of this agreement.
- CHOICE OF LAW AND FORUM. The construction, interpretation, and performance hereof and all transactions hereunder will be governed by the laws of the State of Ohio, without regard to or application of its principles or laws regarding conflicts of laws. Customer expressly and unconditionally consents to the jurisdiction and venue of any court in the State of Ohio and waives a right to jury trial for any claim or action arising out of or relating to this agreement.
- SEVERABILITY. If any provision herein is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions herein shall not be affected and, in lieu of such illegal, invalid, or unenforceable provision, there will be added, as part of these terms and conditions, one or more provisions as similar in terms as may be legal, valid, and enforceable under applicable law.
- SURVIVAL. All provisions which by their nature should apply beyond the term of this agreement shall remain in force after termination.