Terms & Conditions
Live: 09/07/21
Standard Terms and Conditions of Sale
These Standard Terms and Conditions of Sale are the only terms and conditions, oral or written, applying to the sale of merchandise to Buyer except for additional terms consistent with these Standard Terms and Conditions on prices, quantities, delivery schedules, and the description and specifications of the merchandise as set forth in a purchase order form issued by or approved in writing by Reid Lifting Inc. (a "Purchase Order" and “Reid”, respectively). Any specifications for merchandise shall be only as set forth in a Purchase Order. Reid hereby objects to and rejects any other terms or conditions appearing on, incorporated by reference in or attached to any purchase order, acceptance, acknowledgement, invoice, transmittal or other document other than a Purchase Order. Acceptance is made expressly conditional upon Buyer’s assent to the terms of these Standard Terms and Conditions of Sale.
All proposals, negotiations, representations, quotations or agreements, if any, written or oral, regarding the sale of any merchandise and made prior to or contemporaneous with the date of these Standard Terms and Conditions are merged herein. Reid hereby objects to and rejects any other terms or conditions appearing on, incorporated by reference in or attached to any purchase order, acceptance, acknowledgement, invoice, transmittal or other document other than a Purchase Order. Reid’s failure to object to any provision contained in a document or communication from Buyer shall not be a waiver of these Standard Terms and Conditions or any Purchase Order. All proposals, negotiations, representations, quotations or agreements, if any, written or oral, regarding the sale of any merchandise and made prior to or contemporaneous with the date of these Standard Terms and Conditions are merged herein.
1. Orders:
Buyer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by Reid, or any of its affiliates and divisions.
Accepted Purchase Orders may not be canceled or amended except with Reid’s prior written consent. Cancellation charges may be applied at Reid’s discretion.
Buyer expressly waives any claim or dispute regarding a Reid invoice if such claim or dispute is not presented to Reid in writing within thirty (30) days of the invoice date.
2. Pricing:
Prices are subject to change without notice. Merchandise is invoiced at prices in effect on date of shipment. Reid reserves the right to add additional charges in the event Buyer requests an extension or acceleration of a scheduled ship date or specifies special packaging.
3. Payment:
Payment terms will be assigned to Buyer account based on the creditworthiness of Buyer along with past payment history. Payment should be made in accordance with the terms noted on the customer invoice. Reid may impose interest at a rate of 1.5% per month for all past due balances, or the maximum amount allowed under applicable law, whichever is lower. If Buyer fails to pay invoices when due, Reid retains the right to change or withdraw credit and thereby suspend or cancel performance on any or all purchase agreements with Buyer. In the event of default by Buyer, Reid shall be entitled to recover any and all costs, fees and expenses incurred through collection efforts, including but not limited to attorney’s fees, court costs and collection costs.
4. Delivery and Title:
All deliveries will be made “EX-WORKS” Reid’s place of shipment. Title and risk of loss pass to Buyer upon delivery of the Product to the carrier. Reid’s delivery dates are estimates only and Reid is not liable for delays in delivery or for failure to perform due to causes beyond its reasonable control, nor shall the carrier be deemed an agent of Reid. A delayed delivery of any part of an order does not entitle Buyer to cancel other deliveries.
5. Will Call:
To the extent Reid agrees in writing for an order to be placed via will call, Buyer shall have five (5) business days to pick up order from the Reid facility at which the order is being held; this five (5) business day period shall begin to run from the date on which Reid first notifies Buyer in writing that the order is ready for pick up. If the order is not picked up within the aforementioned five (5) business day period, it will be shipped to Buyer, at Buyer’s expense. In no event shall Reid be required to allow for will call orders; such orders shall be at the sole discretion of Reid.
6. Returns, Refunds and Exchanges:
Returns: An authorization and return number (“RGA”) must be issued by Reid’s Customer Service department before a return can be accepted and processed, as well as meet the following guidelines.
· All returns must be made within 30 days of the date of shipment of the Product.
· Material returns are strictly limited to the Product that the RGA was issued for. There will be no credit issued for material returns not designated on the original RGA.
· Once an RGA is issued it will expire if the material is not returned within 30 days from its issuance.
· Reid will not be responsible for material returned that was not on an RGA.
· Reid will issue details of where the goods are to be returned to. Goods will not be accepted at any other location, other than that notified.
Exchanges: Any Product sent back for exchange must be in new condition and in the original packaging. Exchanges must be requested within 30 days of the ship date. Defective item(s) may be exchanged or returned for the same item. Items purchased from Reid that have been used or altered will not be accepted for exchange.
Custom/Special Orders: All custom orders are not eligible for return or credit.
Return Freight/Restocking Fee: A 30% restocking fee will be assessed against all returns. The cost of freight to return Product will be the responsibility of Buyer.
7. Warranty
Products Included in 10 Year Warranty (“Products’):
• Porta Gantry
• Porta Gantry Rapide
• Master Link Trolley
• Gated Master Link Trolley
• T Davit
• Porta Davit Quantum
• Porta Davit
• Porta Base
What is Covered for 10 Years:
• Defects in material, workmanship, and design (where a Reid-responsible design)
It is agreed that the Products purchased hereunder are subject to the following limited warranty and no other. Reid warrants the Products to be free from defects in material or workmanship for a period of ten (10) years use from date of shipment. This warranty is not transferable to any other Reid service and does not apply to Product that is resold after having been put into service. No other person, firm, entity or the like is authorized to assume or assign for Reid any other liability in connection with the sale or use of Reid’s Products.
This warranty shall not cover failure or defective operation caused by operation in excess of recommended capacities, normal wear and tear, neglect, misuses, negligence, abuse or accident, and alteration or repair not authorized by Reid or its parent. No system shall be modified after manufacture without the written authorization of Reid. Any field modification made to the system without the written authorization of Reid shall void Reid ’s warranty obligation.
Other than as set forth herein, no other express warranties, and no implied warranties, oral or written, including but not limited to the warranties of merchantability or fitness for a particular purpose, are made by Reid with respect to its Products and all such warranties are hereby specifically disclaimed. Reid shall not be liable under any circumstances for any incidental, special and/or consequential damages whatsoever, whether or not foreseeable, including but not limited to damages for lost profits and all such incidental, special and/or consequential damages are hereby also specifically disclaimed.
Reid ’s obligation and Buyer’s or end user’s sole remedy under this warranty is limited to the replacement or repair of Reid ’s Products at the factory, or at the discretion of Reid, at a location designated by Reid. Buyer or end user shall be solely responsible for all freight and transportation costs incurred in connection with any warranty work provided by Reid hereunder, unless otherwise agreed in writing by Reid.
Except as specifically set forth in these Standard Terms and Conditions of Sale, Reid will not be liable for any loss, injury or damage to persons or property, nor for damages of any kind resulting from failure or defective operation of any materials or equipment furnished hereunder. Components and accessories not manufactured by Reid are not included in this warranty. Buyer’s or end user’s remedy for components and accessories not manufactured by Reid is limited to and determined by the terms and conditions of the warranty provided by the respective manufacturers of such components and accessories.
8. Limitation of Liability
Reid shall under no circumstances whatever be liable to Buyer, whether in contract, tort (including negligence), or otherwise, for:
· Any loss of goodwill, profit, revenue or anticipated savings; or
· Any loss that is an indirect or secondary consequence of any act or omission of Buyer.
Reid’s total liability to Buyer in respect of all loss or damage arising under or in connection with and Purchase Order, whether in contract, tort (including negligence), or otherwise, shall in no circumstances exceed the Insurance Limit (defined below).
Neither party shall be liable to the other for compensation arising out of or connected with the loss by either party of:
· Present or prospective revenue, profits or anticipated sales;
· Expenditure, investment or commitments made in connection with any Purchase Order;
· Goodwill arising from or connected with the establishment, development or maintenance of the business of Buyer.
Buyer expressly agrees that it shall not be entitled to any fee, commission or other payment as a consequence of any entity other than Buyer concluding sales of Products for ultimate use in the Territory.
9. Buyer Indemnity
Buyer shall indemnify Reid against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Reid arising out of or in connection with any claim made against Reid by a third party:
· for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with any Specification Document;
· arising out of or in connection with the provision of the Services or supply of Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by Buyer, its employees, agents or subcontractors;
· for death, personal injury or damage to property arising out of or in connection with defective Goods, to the extent that the defect in the Goods is attributable to the acts or omissions of Buyer, its employees, agents or subcontractors.
The foregoing indemnity shall apply whether or not Reid has been negligent or at fault.
10. Suppler Indemnity; Product Liability Insurance & Product recalls
Subject to Buyer fulfilling all the conditions in this clause 10, Reid shall indemnify Buyer against any liability to any third party incurred by Reid in respect of damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability that are actually incurred by Buyer (a “Relevant Claim”), except to the extent the liability arises as a result of the action or omission of Buyer or another third party, including, without limitation, where such liability arises from (i) Reid’s compliance with Buyer’s or a third party’s designs, specifications or instructions, (ii) modifications made to the Products by any party other than Reid, its parent or other affiliate, (iii) non-compliance with applicable documentation relating to the Products, (iv) use of Products for purposes not contemplated in any Purchase Order, or (v) the combination of the Products with products or services not provided by Reid. No indemnification shall be provided by Reid with respect to any products supplied to Buyer by Reid, or any components or accessories thereof, that are not manufactured by Reid or its affiliates.
Buyer shall, as soon as it becomes aware of a matter which may result in a Relevant Claim:
· give Reid written notice of the details of the matter;
· give Reid access to and allow copies to be taken of any materials, records or documents that Reid may require to take action hereunder;
· allow Reid the exclusive conduct of any proceedings and take any action that Reid requires to defend or resist the matter, including using professional advisers reasonably satisfactory to Reid; and
· not admit liability or settle the matter without Reid's written consent.
Buyer will maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Products or batches of Products from the retail or wholesale markets. These records shall include records of deliveries to customers (including batch numbers, delivery date, name and address of customer, telephone number, fax number and email address).
Buyer shall, at Reid's cost, give any assistance that Reid shall reasonably require to recall, as a matter of urgency, Products from the retail or wholesale market.
Buyer shall:
· take such action, institute such proceedings and give such information and assistance as Reid may reasonably request to:
i. dispute, resist, appeal, compromise, defend, remedy or mitigate the matter; or
ii. enforce against any person (other than Reid) the rights of Buyer in relation to the matter; and
· in connection with any proceedings related to the matter (other than against Reid), use professional advisers reasonably satisfactory to Reid and, if Reid so requests, allow Reid the exclusive conduct of the proceedings.
Reid shall reimburse Buyer for all reasonable costs incurred as a result of compliance with such request.
11. Use of Products
The warranty as stated herein is void if any Product is changed or altered in any way or if the Product is used in a manner other than for which it is intended.
12. Force Majeure
Reid is not liable for failure to fulfill its obligations for any accepted order of for delays in delivery due to causes beyond Reid’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product or raw materials, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Reid from performance and barring remedies for non-performance. In an event of force majeure condition, Reid’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Reid to any liability or penalty. Reid may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to Buyer.
13. Technical Assistance or Advice
If technical assistance or advice are offered or given to Buyer, such assistance is given free of charge and only as an accommodation to Buyer. Reid shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Reid’s representative in connection with the Products or Services constitute a representation or warranty, express or implied.
14. General
These Standard Terms and Conditions and any Purchase Order shall be binding upon and inure to the benefit of Reid and Buyer and each of their respective successors and permitted assigns
No oral statements, recommendations or assistance given by a representative and/or distributor of Reid to Buyer or its representatives in connection with the use of any Product by Buyer shall constitute a waiver by Reid of any of the provisions hereof or affect Reid's liability as herein defined.
These Standard Terms and Conditions do not constitute an agency relationship between the parties and neither party shall hold itself out to be the legal representative, agent, or employee of the other party for any purpose whatsoever.
Neither these Standard Terms and Conditions nor any Purchase Order, nor any term or provision hereof or thereof may be modified, amended, or waived, except by a writing duly executed by Reid.
Neither party shall assign or delegate its rights or responsibilities under these Standard Terms and Conditions or applicable Purchase Order, or any portion thereof, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Reid may assign these Standard Terms and Conditions and any Purchase Order in connection with a merger, a sale of all or substantially all of its assets or business operations related to these Standard Terms and Conditions and any Purchase Order, or a reorganization without the consent of Buyer by providing notice to Buyer.
If any provision of these Standard Terms and Conditions or any Purchase Order shall be held invalid or unenforceable by any court of competent jurisdiction, such provision shall be deemed deleted from these Standard Terms and Conditions or any Purchase Order and replaced by a valid and enforceable provision which, so far as possible, achieves the same economic and other benefits for the parties as the severed provision was intended to achieve, and the remaining provisions of these Standard Terms and Conditions and any applicable Purchase Order shall continue in full force and effect.
These Standard Terms and Conditions and all Purchase Orders shall be governed by, construed and interpreted in accordance with the laws of the State of Minnesota, without reference to (i) the conflicts of laws principles thereof and (ii) the United Nations Conventions on Contracts for the International Sale of Goods. Any claim, action, suit or other proceeding initiated under or in connection with these Standard Terms and Conditions or any Purchase Order may be asserted, brought, prosecuted and maintained only in any federal or state court in the State of Minnesota having jurisdiction over the subject matter thereof, and the parties hereto hereby waive any and all right to object to the laying of venue in any such court and to any right to claim that any such court may be an inconvenient forum. The parties hereto submit themselves to the jurisdiction of each such court and agree that service of process on them in any such action, suit or proceeding may be affected by the means by which notices are to be given to it under these Standard Terms and Conditions. Any claim, action, suit or other proceeding initiated by Buyer in connection with these Standard Terms and Conditions must be brought within one year after delivery to Buyer of the applicable merchandise to which such claim, action, suit or other proceeding relates.
Where these Standard Terms and Conditions are presented in response to a Buyer Purchase Order, Buyer’s receipt of this acknowledgement of its Purchase Order without protest or objection in writing thereto, shall constitute an acceptance by Buyer of all the terms and conditions set forth herein.