Terms and Conditions of Purchase
Rip Clear, LLC’s Terms and Conditions of Purchase
1. TERMS AND CONDITIONS: The purchaser identified on the purchase order (“Purchaser”) agrees to purchase, and Rip Clear LLC. (“Rip Clear”) agrees to sell, the products identified in the purchase order, which incorporates these terms and conditions (collective, the “Order”).
2. INVOICES: Rip Clear shall invoice at the prices on the face of this Order. All prices exclude applicable United States federal, state, and local taxes as well as any applicable foreign taxes, which will be the responsibility of Purchaser and unless Purchaser is exempt therefrom and Rip Clear has received proper documentation therefor, such taxes will be added to the price of the Product or billed separately to Purchaser where Rip Clear has the legal obligation to collect the taxes. If Rip Clear is required to pay any taxes, fees or charges (other than taxes on Rip Clear’s net income) as a result of the Order, Purchaser shall indemnify Rip Clear for such taxes on demand.
3. PACKAGING AND SHIPMENT: Purchaser assumes all risks regarding the goods ordered at the time they are delivered to the agreed shipping company for shipping. Unless otherwise agreed and stated on the face of this Order, all shipments are CFR (Incoterms 2020).
4. INSPECTION: Purchaser agrees to inspect all products delivered to Purchaser at the time such products arrive at the destination indicated in the Order. Within ten (10) days of receipt (“Inspection Period”), Purchaser must notify Rip Clear in writing (including via e-mail) if there are: (a) any shortages or (b) material defects in the product any product (items ‘a’ or ‘b’ are hereinafter referred to as “Discrepancies”). If Purchaser does not notify Rip Clear of any Discrepancies within the Inspection Period, the Purchaser shall be deemed to have accepted all product and no rejection, returns or refunds shall be permitted. If Purchaser notifies Rip Clear of Discrepancies within the Inspection Period, Purchaser shall provide Rip Clear with all evidence reasonably requested by Rip Clear confirming the existence of the Discrepancy. If Rip Clear, acting reasonably, agrees that a Discrepancy exists Rip Clear shall reduce the applicable purchase price of the order by a pro rata amount for each unit for which a Discrepancy exists. No rejection, returns or refunds with respect to any product shall be permitted except as expressly set forth in this paragraph.
5. Payment Terms. Purchaser must pay for all products in accordance with the payment terms set forth on the applicable Order. Any payment not made when due shall accrue interest up to the rate of 1.5% per month (18% A.P.R.) until paid in full. In the event Purchaser fails to make a payment when due, Purchaser shall reimburse Rip Clear for all reasonable costs of collection, including reasonable attorneys’ fees.
6. Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPH 4, THE PRODUCT IS SOLD “AS IS” AND RIP CLEAR MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND THE PARTIES EXPRESSLY EXCLUDE ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND PRODUCT QUALITY. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY INDEMNIFICATION OR OTHERWISE, SHALL RIP CLEAR BE LIABLE TO PURCHAER OR ANY EMPLOYEE OR CUSTOMER OF PURCHASER FOR ANY, DIRECT INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR DAMAGES OF ANY KIND ARISING OUT OF THE SALE, FUNCTIONING, OR THE USE OF ANY OF THE PRODUCT PROVIDED HEREUNDER, EVEN IF RIP CLEAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RIP CLEAR SHALL HAVE NO LIABILITY TO PURCHASER (EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT) OR TO ANY EMPLOYEE OR CUSTOMER OF PURCHAER HEREUNDER, AND PURCHASER AGREES TO HOLD HARMLESS AND INDEMNIFY RIP CLEAR FOR ANY SUCH CLAIMS. In addition to the foregoing, Rip Clear shall not be liable for (a) any claims arising by reason of death or personal injury except so far as the death or injury is attributable to a failure by Rip Clear to exercise reasonable care; or (b) any lost profits; or (c) any lost revenue or goodwill.
7. Delays: Rip Clear shall use commercially reasonable efforts to deliver the product within the timeframe set forth in the Order. Rip Clear shall not be liable for any loss or damage as a result of any delay in performance or nonperformance due to any cause beyond Rip Clear’s reasonable control, including, without limitation, an act of God, act of the Purchaser, delays caused by Rip Clear’s suppliers or subcontractors, embargo or other governmental act, customs, regulation or request, fire, accident, strike, slowdown, war, riot, delay in transportation, or inability to readily obtain necessary labor, materials or manufacturing facilities.
8. Security Interest: To secure all of Purchaser’s obligations to Rip Clear under this Order, Rip Clear hereby reserves and Purchaser hereby grants to Rip Clear a purchase money security interest in all products purchased by Purchaser from Rip Clear. Purchaser hereby authorizes Rip Clear to file any and all documents or instruments, including without limitation, financing statements and continuation statements, which are reasonably necessary to perfect or continue such security interest. Upon the occurrence of any failure by Purchaser to pay any amount to Rip Clear on the date it is due, Rip Clear shall have all rights provided by the New York Uniform Commercial Code and otherwise available by law.
9. Title: Rip Clear shall hold title to the products at all times until they are accepted by Purchaser as set forh in Paragraph 4.
10. GOVERNING LAW AND DISPUTE RESOLUTION: This Order shall be construed under and governed by the law of the State of New York without regard to conflicts of laws rules. The parties agree that the federal and state courts located in New York, New York (in the Borough of Manhattan) are to have exclusive jurisdiction to settle any disputes in connection with this Agreement and the other documents related hereto and submit to the jurisdiction of such courts in connection with this Agreement and the other documents related hereto. Each party hereto submits to the jurisdiction of such courts and waives objection to such courts on grounds of inconvenient forum, venue or otherwise as regards proceedings in connection with this Agreement and other documents related hereto and agrees that (subject to permitted appeals) a judgment or order of such a court in connection with this Agreement or the other documents related hereto is conclusive and binding on it and may be enforced against them in the courts of any other jurisdiction.
11. ENTIRE AGREEMENT, MODIFICATION, WAIVER, NOTICES: This Order constitutes the entire agreement of the parties hereto with respect to the sale of products by Rip Clear to Purchaser and supersedes all prior representations, warranties, agreements, and understandings, of any kind, written and oral, of the parties hereto. It may not be modified or amended except by written amendment specifically referencing this Order signed by the authorized representatives of the parties. No waiver of any term of this Order shall imply a subsequent waiver of the same or any other term or constitute a continuing waiver. All notices shall be given in writing and be personally delivered or sent by postage prepaid mail addressed to the parties at their addresses first mentioned in the Order.