Shipment.  Goods will be shipped by ROTADAIRON Emrex, INC (« RDE ») FCA (Incoterms 2020) the ROTADAIRON Emrex warehouse, SCRANTON (PA), or any warehouse where equipment can be stocked and available for sale. Delivery by RDE shall be made within a reasonable period of time based upon availability. RDE assumes no responsibility for delays prior to or during shipment due to causes beyond Its control. Goods shall be packaged by RDE as required to assure common carrier acceptance. A packing slip or bill of lading will be supplied with each shipment referenced by the buyer’s purchase order number and RDE’s part number(s). All claims by buyer for shortage or damage in transit are to be made promptly to the shipper at the delivery with a copy to RDE.

Additional Charges. RDE may assess reasonable additional charges to the buyer for any changes in the order including, but not limited to, charges occasioned by changes in specifications, quantities, delivery, schedule or cancellation.

Restocking Charges. No machine returns may be made by the customer without the express prior written consent of RDE. The possible recovery of the goods/spare parts by our company can be carried out only if the customer has obtained a prior, express and written agreement from our company. Any part returned must be in perfect condition and in its original packaging. The costs and risks of returning the goods/spare parts shall be borne by the customer. Any return of parts made in accordance with this agreement will result in the choice of our company the establishment of a credit to the customer or the replacement of parts, after qualitative and quantitative verification of the returned goods. In any case, any part returned under this clause will be discounted by 20% with a minimum of $ 20.

Specification Changes. RDE reserves the right to manufacture to later and more current engineering specifications including the latest ordinance engineering changes where applicable if such current specifications do not affect Interchangeability or manufacturing costs to either RDE or Buyer.

Sales. All sales are deemed to be made In the State of Pennsylvania (PA). The parties consent to exclusive jurisdiction and venue in the federal and state courts of Luzerne County, Pennsylvania for any dispute regarding the goods sold subject to these Terms.

Warranties. RDE warrants all goods sold, when properly installed, to be free from defects in material and workmanship under normal use and service for a period of one (1) year. The warranty period starts when the good is put into service or 3 months after the shipping date from RDE – whatever comes first. RDE will honor warranty only if the warranty has been registered on the ROTADAIRON website. This warranty is void with respect to any product which has been altered in any way from its manufactured condition such as intentional modification, accident, corrosion, misuse, failure to provide necessary and reasonable maintenance and is exclusive of normal wear. Written authorization from RDE must be obtained prior to returning any part or parts. No charges for transportation or for labor performed on RDE products by unauthorized persons will be allowed under this warranty.

Disclaimers. THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR A WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE EXTENDING BEYOND THAT SET FORTH IN THE PARAGRAPH ABOVE.

General Limitation of Liability. RDE’s liability under this agreement and in particular, RDE’s liability for breach of Warranty shall be limited to repair or replacement of any defective or nonconforming equipment or, in the event the material cannot be repaired or replaced, refund of the purchased price. Goods for which a refund is due must be returned to RDE with transportation charges prepaid. RDE and Buyer agree that this shall be the buyers sole and exclusive remedy and RDE shall not be liable in any event for proximate, incidental, consequential or other damages, including but not limited to damages for loss of production, lost profits or Injury to persons or property.

Indemnity – General. RDE will not indemnify or hold harmless any party or parties from or against any claim, suit, demand or cost arising out of the use, manufacture, or operation of material supplied herein.

Indemnity – Patent. RDE warrants that it will Indemnify Buyer for an award of damages against Buyer by a court  of competent jurisdiction for Infringement of a valid U.S. or Canadian patent when material is used in accordance with RDE’s designs and specifications. Buyer shall Indemnify RDE against all liability, loss, cost, or expense from the infringement or alleged infringement of any patent or patents arising from the manufacture, use or sale of any material delivered to Buyer where the material is developed for the Buyer In accordance with Buyer’s designs, specifications or recommendations.

Trademarks. The Buyer may not remove or deface any trademarks, trade names, service marks or logos attached to or made a part of the goods sold subject to these Terms.

Assignment. RDE reserves the right to assign any portion of this contract provided however, such assignment shall not relieve RDE’s obligation of performance. This contract shall not be assignable by Buyer without RDE’s consent.

Payment and Collection. Payment for all goods shipped shall be made in accordance with the terms set forth in the invoice. Late payments shall accrue an Immediate late charge of 5% of the balance and thereafter shall accrue interest at the rate of .0005 of the daily balance per day until paid.

Unless otherwise stipulated, our invoices are payable at the head office of our company by cheque or draft accepted without modification at 30 (THIRTY) days invoice date. Only the effective clearance of checks or drafts shall constitute full payment under these Terms and Conditions of Sale. No discount is granted in the event of advance payment. Any discounts granted by our company are only applicable if the customer is up to date with his obligations towards our company and in case of absence of disputes between the parties. The various discounts granted by our company are applied in cascade.

Waiver. The failure of either party to the performance of any term of this contract or the waiver by either party of any breach under the contract shall not prevent a subsequent enforcement of the term or be deemed a waiver of any subsequent breach.

Construction – Governing Law. These terms shall be construed in accordance with the laws of the state of Pennsylvania and in particular the Pennsylvania Uniform Commercial Code.

Purchase Price. The purchase price will be that on the current price list published by RDE, which is incorporated herein by reference unless covered by a specific valid quotation to Buyer. All prices Include applicable federal excise tax unless otherwise noted.

Amendment. These Terms are not altered by oral statements or by contrary terms in Buyer documents  (such as purchase orders) and may only be altered by a written instrument signed by an officer of RDE

Security Interest. To secure the performance and payment of all obligations of Buyer to RDE, whether now existing or hereinafter incurred and of every kind and character, Buyer grants to RDE a Security Interest  in all goods of every type and description purchased from or financed by Company end in proceeds there from. The collateral includes all of the foregoing described items now in the possession of or hereafter acquired by Buyer and all replacement, substitutions and additions thereto. Buyer hereby consents to RDE filing a financing statement to perfect this lien.