TERMS and CONDITIONS
General Conditions of Sales
RAVEN ELECTRONICS CORPORATION
4655 LONGLEY LANE, #106, RENO, NEVADA 89502
TELEPHONE 775-858-2400 FAX: 775-858-2410
The following general conditions of sale apply to this contract and all purchases from Raven Electronics Corporation (hereinafter referred to as Raven). No changes, deletions or additions shall be binding on Raven, unless expressly agreed to in writing and signed by an authorized representative of Raven. Any terms or condition of the Purchaser inconsistent herewith, or in addition hereto, shall be of no force and effect, and Purchasers order shall be governed only by terms and conditions appearing herein. A definite and reasonable expression of acceptance or a written confirmation, which is sent within the time specified in the Raven proposal or sales order, operates as an acceptance of the terms specified herein, even though it states terms different from or additional to those specified herein.
Raven proposals, when accepted, and any subsequent orders placed as a result of such proposals, are not subject to cancellation changes, reduction in amount or suspension of deliveries except with Raven’s written consent and upon terms which indemnify Raven against loss. Information contained in Raven’s proposal is valid for a period of sixty (60) days from the date of proposal, unless specified to the contrary in the proposal. Stenographic and clerical errors are subject to correction. Verbal quotations expire, unless accepted, the same day they are made.
3. PRICES (are in United States dollars)
All prices and discounts are subject to change without notice. In the event of price change, the price of equipment on order but not shipped will be the price in effect at the time of acceptance of the order. Equipment already shipped is not subject to a price change. In addition to prices specified herein, purchaser shall pay for all extra components, parts, equipment, materials or services (each or all hereafter called “equipment”) requested by the purchaser or made necessary by incompleteness of or inaccuracy in plans, specifications, or other information submitted by the purchaser.
4. TAXES AND TRANSPORTATION
Unless otherwise specified, the prices do not include any applicable taxes (sales, use, ad valorem, property, etc.) for the sale, use, licenses, or delivery of the equipment, software, or services supplied. The purchaser agrees to pay all taxes, licenses and transportation charges.
5. TERMS OF PAYMENT
Terms of payment to Purchasers of satisfactory credit is thirty (30) days from the date of shipment. The same terms are applicable to partial shipment. If in the judgment of Raven, the financial conditions of the Purchaser at any time does not justify continuance of production or shipment on the terms of payment specified, the company may require full or partial payment in advance before shipment. Raven may ship the equipment in installments, and pro rata payments of purchase price are due as shipments are made. If shipments are delayed by Purchaser, payments shall be made based on the contract price and percent completed. Delinquent charges of 1½% per month (18% per annum) will be added to all past due invoices.
Raven shall not be liable for any damages or penalty for delays in delivery and/or completion due to acts of God, acts of omissions of the Purchaser, acts of civil or military authorities, government regulations or priorities, fires, floods, epidemics, quarantine, inability to obtain necessary labor, war, riots, strikes, differences with workmen, accidents to machinery, delays in transportation, failure of or delay in furnishing correct or complete information by Purchaser, impossibility or impracticability of performance or any other cause or causes beyond the control of Raven.
Unless otherwise specified in this or other documents forming a part of this contract, all shipments will be F.O.B. Raven manufacturing facility. Property of and title to the equipment shall pass to the purchaser upon delivery thereof by Raven to the carrier, and risk of loss, damage or deterioration to the equipment shall thereafter be on the purchaser. If the purchaser requests Raven to postpone shipment beyond the time Raven would be required to ship in order to comply with the delivery dates agreed upon between Raven and the purchaser elsewhere in this or other documents forming a part of this contract, (a) the purchaser shall pay Raven for the expense of storing the equipment, (b) the risk of loss, damage or deterioration to the equipment shall be on the purchaser on and from the date Raven receives the purchasers request to postpone shipment.
Claims for shortages, damaged, or incorrect material must be made within ten (10) days after receipt of goods.
9. MINIMUM BILLING CHARGE
Orders amounting to less than $50.00 will be billed at $50.00.
10. ACCEPTANCE OF ORDER
All orders are subject to acceptance and approval by a principle officer of Raven.
11. TITLE (Risk of loss)
The purchaser agrees that Raven shall have a security interest in the equipment purchased until paid in full. The purchaser agrees to perform all acts necessary to protect the interests of Raven in the product until such interests are discharged by payment in full. Risk of loss of the equipment or any part of the same shall pass to the purchaser upon delivery of such equipment or parts, F.O.B. Raven’s manufacturing facility.
An order once placed with and accepted by Raven can be canceled only with Raven’s consent and upon terms which indemnify Raven against loss.
This warranty expressly precludes any liability by Raven for consequential damages however arising after delivery to the purchaser of the affected equipment, and is limited to the expressed warranty, excluding all implied warranties including merchantability. All equipment manufactured by Raven is warranted against defective materials and workmanship for a period of two (2) years from the date of delivery to the original purchaser. Liability under this warranty is limited to servicing, adjusting, repairing or replacing, as necessary, any equipment returned to the factory, transportation prepaid for that purpose. Factory examination must disclose a manufacturing defect. Repaired or replaced items will be returned to the purchaser surface freight prepaid within the continental U.S.A.
This warranty does not extend to any equipment which has been subjected to transportation damage, misuse, neglect, accident, improper installation, or any other circumstances reasonably beyond the control of Raven. Repairs will be billed to the purchaser at cost. In such cases, an estimate will be submitted for approval before repair is initiated. Repaired equipment will be returned to the purchaser with transportation charges collect, unless otherwise agreed to between the purchaser and Raven.
14. RETURN FOR CREDIT
No equipment may be returned for credit until the company has obtained Raven’s written approval for return authorization. Materials accepted for return is subject to a re-stocking charge of 25% of the current list price. All transportation charges will be borne by the purchaser. Orders for special non-stock equipment or items become non-cancelable upon initiation of production and are not returnable for credit.
15. RETURNS FOR REPAIR
Equipment returned for repair should be identified with a tag indicating the problem, and returned to Raven’s repair service department. Special instructions, i.e., desired modifications, should be noted on the packing slip. Any equipment returned must be packaged to insure safe arrival at Raven. Items modified and/or programmed by customer for special features will be returned to standard Raven configuration, with time billed accordingly, unless modification and/or program instructions or documentation is provided and repairs have been agreed to by Raven.
Engineering assistance will be provided on request for permanently installed equipment, and billed at a nominal fee as agreed upon between Raven and the purchaser.
17. APPLICABLE LAW
The validity, performance, construction and interpretation of these terms and conditions shall be governed by the laws of the state of Nevada, United States of America and any litigation must take place in the state of Nevada.
18. PROPRIETARY DATA
Raven retains ownership and rights in all proprietary data disclosed to the purchaser by Raven in connection with this contract. Proprietary samples, software documents and/or drawings shall not be disclosed, reproduced, manufactured or made available to unauthorized persons in whole or in part or used to prepare the same or similar materials without the expressed written permission from Raven. Proprietary data includes all design, engineering, and technical information (whether patentable or not) and other information concerning Raven trade secrets not disclosed by inspection or analysis of the equipment itself.
19. GOVERNMENT REQUIREMENTS
Raven agrees to comply with all applicable state and federal laws, rules and regulations, and all obligations hereunder are subject to applicable government regulation, including those affecting or limiting prices (except price redetermination), production, purchases, sales, use or inventory of materials. If the equipment to be furnished is to the United States government, Raven agrees to comply with applicable requirements for such contracts, with respect to secrecy, use of convict labor, employment of aliens, non-discrimination, plant protection, espionage, sabotage, fair labor standards act of 1938, as amended, the service contract act of 1965 as amended and other provisions relative to hours and conditions of work, if and when applicable.
20. MODIFICATION AND SUBSTITUTION
Raven reserves the right to modify equipment of Raven design sold hereunder, and/or the drawings and specification related thereto, or to substitute equipment of later design to fulfill this contract, providing the modification or substitution will not materially affect the performance of the equipment or lessen in any way the utility of the equipment to the purchaser.
21. DESIGN CHANGES
Raven reserves the right to make design changes at any time without incurring any obligation to modify equipment previously sold.
22. TERMS AND CONDITIONS
The terms and conditions specified herein shall be in addition to those set out in the Raven proposal.