RAPID WATER TECHNOLOGIES, LLC
GENERAL TERMS AND CONDITIONS FOR THE SALE OF
NOTICE: Sale of Nanobubble Generators (the “Generators”) is expressly conditioned on Buyer’s assent to these Terms and Conditions. Any acceptance of Seller’s offer to sell Generators is expressly limited to including acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Buyer. No Buyer form, document, or other agreement shall modify these Terms and Conditions, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. Any order to purchase Generators shall constitute Buyer’s assent to these Terms and Conditions. Unless otherwise specified in the quotation, Seller’s quotation shall expire thirty (30) days from its date and may be modified or withdrawn by Seller before receipt of Buyer’s conforming acceptance.
“Buyer” means the entity to which Seller is providing Generators under the Contract.
“Contract” means either the contract agreement signed by both parties, or the purchase order signed by Buyer and accepted by Seller in writing, for the sale of Generators, together with these Terms and Conditions, which shall comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract.
“Contract Price” means the agreed price stated in the Contract for the sale of Generators, including adjustments (if any) in accordance with the Contract.
“Generators” means the Nanobubble Generators and all related equipment, parts, materials, supplies, and other goods Seller has agreed to supply to Buyer under the Contract.
“Seller” means Rapid Water Technologies, LLC.
“Terms and Conditions” means these General Terms and Conditions for the Sale of Generators.
2. Delivery and Shipping Terms.
(a) Seller shall deliver Generators to Buyer F.O.B. shipping point. Buyer shall pay all delivery costs and charges or pay Seller’s standard shipping charges plus handling. Partial deliveries are permitted. Seller may deliver Generators in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of accurate and complete shipping information from Buyer. Buyer shall so notify Seller within seven (7) days after receipt if Generators delivered do not correspond in quantity, type, or price to those itemized in the Contract.
(b) Title and risk of loss to Generators shall pass to Buyer upon delivery in accordance with Section 2(a).
(c) If any Generators to be delivered under this Contract cannot be shipped to or received by Buyer when ready due to any cause attributable to Buyer, Seller may ship the Generators to a storage facility, including storage at the place of manufacture or repair, or to an agreed freight forwarder. If Seller places Generators into storage, the following apply: (i) title and risk of loss immediately pass to Buyer, if they have not already passed, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be due; (iii) a fee of two percent (2%) of the value of the Generators will be charged to Buyer; and (iv) when conditions permit and upon payment of all amounts due, Seller shall make Generators and repaired equipment available to Buyer for delivery at Buyer’s sole cost and expense.
(d) Any liability of Seller for non-delivery of the Generators shall be limited to replacing the Generators within a reasonable time or adjusting the invoice respecting such Generators to reflect the actual quantity delivered.
3. Inspection. Buyer shall inspect the Generators within seven (7) days of receipt ("Inspection Period") of the Generators and either accept or, if such Generators do not conform to the Contract, reject such Generators (“Nonconforming Generators”). Buyer will be deemed to have accepted the Generators unless it notifies Seller in writing of any Nonconforming Generators during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. If Buyer timely notifies Seller of any Nonconforming Generators, Seller shall determine, in its sole discretion, whether the Generators are nonconforming. If Seller determines that the Generators are nonconforming, Seller shall, in its sole discretion: (i) replace such Nonconforming Generators with conforming Generators, or (ii) refund the Contract Price for such Nonconforming Generators, together with all shipping and handling expenses incurred by Buyer in connection therewith; and Buyer shall ship, at its expense and risk of loss, the Nonconforming Generators to Seller's facility.
BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS SECTION ARE BUYER'S EXCLUSIVE REMEDIES FOR THE DELIVERY OF NONCONFORMING GENERATORS.
4. Limited Right of Return. Except as provided under Paragraphs 3, Buyer has no right to return Generator(s) to Seller.
5. Cancellation of Purchase Order. Buyer may cancel its order only with the prior written consent of Seller, which Seller may withhold in its sole discretion. All cancellations will be subject to payment to Seller of reasonable cancellation charges. Buyer may return Generators only at its sole cost and only with the prior written authorization of Seller, subject to a reasonable restocking fee.
6. Assembly/Installation Work. Seller shall perform no assembly/installation work with respect to the Generators unless otherwise expressly agreed in writing by Seller. Such work will be performed pursuant to a separate written agreement between both Buyer and Seller detailing the terms of such work.
7. Contract Price.
(a) Buyer shall purchase the Generators from Seller at the Contract Price. Prices are subject to change without prior notice and Seller shall thereafter notify Buyer of any price increases. In the event of a price increase, Buyer may cancel any undelivered portion of any order by written notice to Seller, provided such notice is received by Seller not more than ten (10) days after Buyer’s receipt of Seller’s notice of price increase. Upon cancellation, Buyer shall pay Seller: (1) the Contract Price for all Generators which have been completed or are in the process of completion, (2) components or goods secured by Seller from outside sources for the performance of the Contract, and (3) special tooling and equipment procured for the performance of the Contract. All prices shall be confidential and Buyer shall not disclose such prices to any unrelated party.
(b) All Contract Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer (“Buyer’s Taxes and Costs”). Buyer shall be responsible for all such Buyer’s Taxes and Costs; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.
(c) The Contract Price excludes shipping and handling charges, which are the obligation of Buyer, and will be added to Buyer’s invoice if prepaid by Seller.
8. Payment Terms. Buyer shall pay the Contract Price before Seller delivers the Generators via cash or credit card. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.
9. Limited Warranty; Disclaimer.
(a) Seller warrants to Buyer that: (i) for a period of five (5) years from the date of shipment of the Generators (the "Warranty Period"), the Generators will materially conform to Seller's published specifications in effect as of the date of shipment under the corresponding Contract, and free from any defective materials or workmanship; and (ii) Buyer will receive Generators and valid title to the Generators, free and clear of all encumbrances and liens of any kind.
(b) The warranties under Paragraph 9(a) shall not apply and be void if the Generators has: (i) been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Seller; (ii) has been installed, reconstructed, repaired, or altered by Persons other than Seller or its authorized representative; or (iii) has been used with any third-party equipment or products, or any hardware, equipment or products that has not been previously approved in writing by Seller.
(c) Notwithstanding any other provision of these Terms and Conditions, this Paragraph 9 contains Buyer's exclusive remedy for defective Generators. Buyer's remedy under this Paragraph 9 is conditioned upon Buyer's compliance with its obligations under Section 9(d) below.
(d) During the Warranty Period, with respect to any allegedly defective Generators: (i) Buyer shall notify Seller, in writing, of any alleged claim or defect within ten (10) days from the date Buyer discovers, or upon reasonable inspection should have discovered, such alleged claim or defect (but in any event before the expiration of the applicable Warranty Period); (ii) Buyer shall ship, at its expense and risk of loss, such allegedly defective Generators to Seller's facility located at 2001 Waldorf Street, NW Grand Rapids, MI 49544 for inspection and testing by Seller; (iii) If Seller's inspection and testing reveals, to Seller's reasonable satisfaction, that such Generators are defective and any such defect has not been caused or contributed to by any of the factors described under Section 9(b) above, Seller shall in its sole discretion, and at its expense: (1) repair or replace such defective Generators, or (2) credit or refund the Contract Price of such defective Generators less any applicable discounts, rebates or credits; (vi) If Seller exercises its option to repair or replace, Seller shall, after receiving Buyer's shipment of such defective Generators, ship to Buyer, at Seller's expense and risk of loss, the repaired or replaced Generators to 2001 Waldorf Street, NW Grand Rapids, MI 49544.
(e) Equipment or products manufactured by a third party ("Third Party Equipment or Product") may be incorporated into or attached to the Generators during installment. Third Party Equipment or Product are not covered by the warranty in Section 9. For the avoidance of doubt, Seller makes no representations or warranties with respect to any Third Party Equipment or Product.
THIS SECTION 9 SETS FORTH THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 9.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GENERATORS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (iii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 9 OF THESE TERMS AND CONDITIONS.
10. Limitation of Liability.
(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GENERATORS SOLD HEREUNDER.
(c) THIS LIMITATION OF LIABILITY IS A MATERIAL BASIS FOR THE PARTIES’ BARGAIN AND REFLECTS THE BARGAINED-FOR ALLOCATION OF RISKS BETWEEN SELLER AND BUYER, WITHOUT WHICH SELLER WOULD NOT HAVE AGREED TO PROVIDE THE GENERATORS AT THE PRICE CHARGED.
11. Adequate Assurance. Seller reserves the right by written notice to cancel any Contract or require full or partial payment or adequate assurance of performance from Buyer without liability to Seller in the event of: (i) Buyer’s insolvency, (ii) Buyer’s filing of a voluntary petition in bankruptcy, (iii) the appointment of a receiver or trustee for Buyer or (iv) the execution by Buyer of an assignment for the benefit of creditors. Seller reserves its right to suspend its performance until payment or adequate assurance of performance is received and also reserves its right to cancel the Contract at any time for any reason.
12. Reservation of Proprietary Rights. Seller reserves all copyrights, know-how rights, proprietary rights and all other rights in and to the Generators, and the designs, images, drawings, models, software, templates and other intangible property rights related thereto.
13. Compliance with Laws.
(a) Seller shall take reasonable steps to ensure the Generators are in conformity with applicable laws and regulations; however, Buyer acknowledges that Generators may be used in various jurisdictions for various applications subject to disparate regulations and therefore that Seller cannot warrant compliance with all applicable laws and regulations. Seller disclaims any representation or warranty that the Generators conform to federal, state or local laws, regulations, ordinances, codes or standards, except as may be expressly set forth by Seller in writing. Buyer shall comply with all applicable laws, regulations and ordinances. Seller may terminate this Contract if any governmental authority imposes antidumping or countervailing duties or any other penalties on Generators.
(b) Buyer represents and warrants to Seller that the Generators are purchased and will be installed and used within the United State of America. Buyer shall fully comply with all applicable law relating to export of the Generators if the Generators are exported outside of the United States of America by Buyer, and shall fully indemnity and hold Seller harmless therefrom of Buyer fails to do so.
14. Nuclear and Hazardous Activities. Unless specifically agreed to in writing by an authorized officer of Seller, Generators shall not be used in connection with any nuclear facility or any other application or hazardous activity where the failure of a single component could cause substantial harm to persons or property. If so used, Buyer agrees to indemnify and hold Seller harmless from any and all causes of action, claims, costs, liabilities, and losses that arise from or relate to the use of Generators in such facilities, applications, or activities.
15. Termination. In addition to any remedies that may be provided under these Terms and Conditions, Seller may terminate this Contract with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Contract when due; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
16. Amendment and Modification. These Terms and Conditions may only be amended or modified in a writing which specifically states that it amends these Terms and Conditions and is signed by an authorized representative of Seller.
17. Waiver. No waiver by Seller of any of the provisions of this Contract is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Contract operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
18. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
19. Force Majeure. Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
20. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Contract without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Contract.
21. Relationship of the Parties. The relationship between the parties is that of arms-length commercial Seller and Buyer. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
22. Governing Law. All matters arising out of or relating to this Contract are governed by and construed in accordance with the internal laws of the State of Michigan in the U.S., without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
23. Submission to Jurisdiction, Arbitration. Any legal suit, action or proceeding arising out of or relating to the parties Contract shall be commenced in the United States District Court for the Western District of Michigan or, if that court does not have subject matter jurisdiction, the state courts of the State of Michigan, in each case located in the City of Grand Rapids and County of Kent. At Seller’s sole election, any dispute regarding the Contract may be submitted to and finally resolved by arbitration under the Rules of Arbitration of the American Arbitration Association (“AAA”). The number of arbitrators shall be one, selected in accordance with the AAA rules, unless the amount in dispute exceeds the amount of $1,000,000, in which event it shall be three. When three arbitrators are involved, each party shall appoint one arbitrator, and those two shall appoint the third within thirty (30) days, who shall be the Chairman. The seat, or legal place, of arbitration, shall be Grand Rapids, Michigan, USA. The arbitration shall be conducted in English. In reaching their decision, the arbitrators shall give full force and effect to the intent of the parties as expressed in the Contract, and if a solution is not found in the Contract, shall apply the governing law of the Contract. The decision of the arbitrator(s) shall be final and binding upon both parties, and neither party shall seek recourse to a law court or other authority to appeal for revisions of the decision. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding arising out of these Terms and Conditions.
24. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face in the Contract, or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms and Conditions, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
25. Severability. If any term or provision of the parties’ Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the parties’ Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.
26. Survival. Provisions of these Terms and Conditions, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of these Terms and Conditions including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction/Arbitration and Survival.
27. Complete Agreement. The parties’ Contract, which includes these Terms and Conditions, constitutes the entire agreement between Buyer and Seller relating to the subject matter hereof, and supersede all prior and contemporaneous discussions, understandings, and agreements related to the subject matter hereof.
RAPID WATER TECHNOLOGIES, LLC
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Rapid Water Technologies, LLC
2001 Waldorf NW
Grand Rapids, MI 49544
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Effective as of August 18, 2020