Rulon International’s Manufacturing Terms & Conditions
The following Agreement is a brief of Rulon International’s Manufacturing contract.
Pricing. Prices on the goods specified do not include any city, state, or federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use, and similar taxes, fees, or other charges imposed by governmental entities. When applicable, taxes will be added to the invoice as a separate charge to be paid by Buyer. If an exemption from a tax is claimed, supporting documents must be furnished by Buyer prior to delivery. All sales quotations provided by Rulon International to Buyer shall automatically expire thirty (30) calendar days from the date issued and are subject to termination by Rulon International by notice to Buyer at any time.
Minimum Order. Some limitations may apply regarding the amount of material being bought.
Terms of Payment. All payments shall be due by cash or check upon delivery (COD) of manufactured goods. If terms have been previously presented as an option by Rulon International to the buyer, then these agreed upon terms will apply to the final invoice.
For all orders purchased through Rulon International, thirty percent (30%) of the total quote amount will be due before proceeding with the manufacturing of the specified product. The remaining seventy percent (70%) of total order quote will be due upon delivery of goods to the buyer.
Cancellations. Buyers may cancel an order within 24 hours after the manufacturing process has begun. For a manufacturing process to begin, Rulon International must receive a signed contract and thirty percent progress payment from the buyer. If an order is cancelled after 24 hours, then Rulon International will retain indefinitely the thirty percent payment made by the buyer.
Returns. Buyers may not return materials for Rulon International’s manufactured products. If replacement materials are needed due to any manufacturing defects, then the Rulon International warranty will apply.
Delivery and Risk of Loss. All shipments under the Order are F.O.B. Rulon International’s manufacturing facility, Saint Augustine, FL and all risk of loss shall pass to Buyer at that time regardless of the method of shipment that may be elected by Buyer. Shipping will be added as a separate charge on the invoice.
Delays. Rulon International will not be liable for any delay in the performance of its obligations under the Order, or for any damages suffered by Buyer due to such delay, if the delay is, directly or indirectly, caused by a fire, flood, accident, civil unrest, act of God, war, governmental interference or embargo, labor strike, shortage of materials, or any other cause beyond Rulon International’s control.
Materials. The Order is conditional upon Rulon International’s ability to obtain the necessary raw materials at a reasonable price, and all shipments under the Order are subject to Rulon International’s supply schedules and any government regulations, orders, directives, and restrictions that may be in effect.
Nonconforming Goods. Buyer shall inspect all goods upon tender and delivery by Rulon International, and should any of the goods be nonconforming goods, Buyer must notify Rulon International, in writing, the day of Rulon International’s tender and delivery of the goods describing the nature of any nonconformity. The Bill of Lading (BOL) must also be signed and noted by the driver of such non-conforming goods. Rulon International shall have the right and option to repair or replace any nonconforming goods. The failure of Buyer to notify Rulon in writing that the goods are nonconforming the day of Rulon International’s tender and delivery of the goods, shall constitute acceptance of the goods and Buyer shall be liable to Rulon International for the total Order price.
LIMITATIONS ON DAMAGES. RULON INTERNATIONAL SHALL NOT BE LIABLE TO BUYER FOR ANY LOST PROFITS OR OTHER ECONOMIC LOSS OF BUYER, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT BY RULON INTERNATIONAL, ANY OBLIGATIONS OF RULON INTERNATIONAL PURSUANT TO THIS AGREEMENT OR THE FAILURE OF THE GOODS TO PERFORM IN ANY PARTICULAR MANNER.
Warranties. Rulon International will issue warranty obligations per each product/contract.
Law and Procedure. The Order, this Agreement and the transaction described therein shall be subject to, construed under and enforced according to the laws of the State of Florida. ANY ACTION IN REGARD HERETO OR ARISING OUT OF THE TERMS AND CONDITIONS HEREOF SHALL BE INSTITUTED AND LITIGATED IN THE COURTS OF THE STATE OF FLORIDA AND NO OTHER. IN ACCORDANCE HEREWITH, THE UNDERSIGNED HEREBY SUBMITS TO THE JURISDICTION AND VENUE OF THE COURTS WITHIN THE COUNTY OF ST. JOHNS, STATE OF FLORIDA. BUYER AND RULON INTERNATIONAL HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE ORDER, THIS AGREEMENT OR THE TRANSACTION DESCRIBED THEREIN.
Remedies. If Buyer is in default or otherwise breaches the Order or this Agreement, Rulon International shall be entitled to pursue all remedies, legal or equable including an action to recover the total Order price, as well as its costs of enforcing the Order, including, without limitation, its attorneys’ fees. If Rulon International is in default or otherwise breaches the Order, the liability of Rulon International to Buyer for such breach or default shall be limited to the replacement value of the goods under the Order which is the sole and exclusive remedy of Buyer for any such breach or default.
Entire Agreement. This Agreement is intended by the parties as a final expression of the terms and conditions of the Order. No representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. This Agreement can only be modified in a writing signed by both parties. No previous course of dealing between the parties or trade usage may be used to interpret, limit, or otherwise impair the operation of this agreement.
Waiver. Rulon International shall not be deemed to have waived any rights under this Agreement or the Order unless such waiver is given in writing and signed by Rulon International. No delay or omission on the part of Rulon International in exercising any right shall operate as a waiver of such right or any other right. A waiver by Rulon International of a provision of this Agreement or the Order shall not prejudice or constitute a waiver of Rulon International's right otherwise to demand strict compliance with that provision or any other provision of this Agreement or the Order. Neither prior waiver by Rulon International nor any course of dealing between Buyer and Rulon International, shall constitute a waiver of any of Rulon International's rights or of any of Buyer’s obligations as to any future transactions. Whenever the consent of Rulon International is required under this Agreement or the Order, the granting of such consent by Rulon International in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Buyer.
Notices. All notices required to be given under this Agreement shall be given in writing and shall be effective when a record has been delivered, deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown upon the Order, received by telecopy or received through the Internet. Any party may change its address for notices under this Agreement by giving formal written notice to the other party, specifying that the purpose of the notice is to change the party’s address.
Interest and Fees. In the event of any dispute arising out of the Order, this Agreement or the transaction described therein, in addition to an award of damages, the Rulon International shall be entitled to recover: (1) pre-judgment interest on any amount awarded at a rate of 1 ½% per month, (2) all expenses of litigation, including without limitation all filing fees and court costs; and (3) all attorneys’ fees incurred regardless of whether such fees or expenses are incurred before or after the initiation of litigation.
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