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General Terms and Conditions of Purchase

GENERAL TERMS AND CONDITIONS of PURCHASE

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General Terms and Conditions of Purchase (“GTCP”) of Rev-Tech LLC (“Rev-Tech”). Updated March 5, 2024.

  1. GENERAL. 

This quotation is an offer to sell as noted in the attached purchase order or sales order confirmation (hereafter referred to interchangeably as “ITEM” or “ITEMS”), to the Buyer identified on the face page of said purchase order. The offer is conditioned upon Buyer’s acceptance of these General Terms and Conditions and upon final acceptance of Buyer’s purchase order by Rev-Tech, LLC (hereafter, “Seller”). Buyer may accept this offer by placing its firm written purchase order at Seller’s headquarters. Unless otherwise agreed in writing by the parties, orders are accepted by Seller subject to these terms and conditions. In case of a conflict, inconsistency or addition not expressly accepted in writing by Seller, the terms and conditions of sale provided herein shall be considered as superseding the conflicting, inconsistent or additional terms stated in Buyer’s purchase order, order form, contract or otherwise. No work will commence in connection with the ITEMS covered by this agreement until a firm written purchase order is placed by Buyer and accepted by Seller. Upon final acceptance of Buyer’s firm purchase order by Seller, the terms and conditions set forth on this form shall constitute the entire agreement between Buyer and Seller and cannot be modified or canceled without the written agreement of both parties.

  1. TITLE TRANSFER. 

If any ITEM is to be shipped to Buyer, shipment is made Ex-Works, Incoterms 2010. Named Place/Title Transfer: Seller’s Dock. 

  1. SHIPMENT & DELIVERY. 

Seller shall attempt to comply with, but does not guarantee, shipping date and loading and routing instructions. Seller reserves the right to allow or prorate shipments against all orders whenever, in its judgment, an oversold condition exists as to any particular product manufactured or sold by it. In the event of a default by Buyer, Seller may decline to make further shipments without waiving any of its rights under such order. If, despite such default, Seller elects to continue to make shipment, its action shall not constitute a waiver regarding or otherwise diminish Seller’s legal remedies with respect to such default or any future default.

  • If for any reason Buyer is not prepared to accept delivery of the ITEMS, Seller may store the ITEMS at Buyer’s expense and risk in the name of Buyer.
  1. PRICES & VALIDITY.

Irrespective of any prices quoted by Seller or listed on Buyer’s order, an order is accepted only at the prices shown on the written quotation. Installation of utilities required for equipment at Buyer’s expense and is not included in the specified price.

All prices quoted are valid for ninety (90) days from this quotation date for equipment, unless otherwise stated on the face of this quotation. All other terms and conditions of this quotation may be changed by Seller prior to its acceptance of Buyer’s purchase order.

  1. TAXES:

All prices quoted are subject to addition for any tax or charge now existing or hereafter imposed by Federal, State or municipal authorities, domestic or foreign, upon the ITEMS covered by this quotation or the production, sale, distribution or delivery thereof, or upon any feature of this transaction, other than taxes on Seller’s income. Without limiting the foregoing, Buyer agrees to pay or reimburse Seller for all sales, use, transfer, privilege, excise, and all other taxes and all tariffs and duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the provisioning of ITEMS and other performance hereunder by Seller, provided that Buyer is not otherwise exempt from the payment of such taxes.

  1. PAYMENT TERMS:

Each shipment or performance of an ITEM by Seller is a separate transaction and payment is to be made accordingly. Unless otherwise stated in the quotation or agreed in writing, payment for ITEMS will be as follows:

Net thirty (30) days from shipment.

  1. LATE PAYMENTS:

Any amounts not paid when due will bear interest at a rate of 1.5% per month or the maximum rate permissible by law, from the due date until paid and will pay Seller’s reasonable expenses of collection, including but not limited to, attorney’s fees and court costs. All payments shall be made by Buyer without set-off or other deduction. Seller may, without breach, suspend any provision of work on the ITEM in the event that timely payment is more than thirty (30) days past due.

  1. SECURITY INTEREST & CREDIT.

Buyer grants to Seller a security interest in the products purchased hereunder to secure payment for those products. If requested by Seller, Buyer agrees to execute financing statements to perfect such security interest. Buyer grants Seller an irrevocable power of attorney to sign Buyer’s name to such financing statements if necessary or convenient for the perfection of Seller’s security interest.

All orders are subject to credit approval by Seller. The amount of any credit extended by Seller to Buyer may be changed, and such credit may be withdrawn by Seller. With respect to an order on which credit is not extended by Seller or, if extended, is subsequently withdrawn, shipment or delivery shall be made, at Seller’s election, Cash with Order (in whole or in part), C.O.D. or Sight Draft attached to Bill of Lading or other shipping documents, with all costs of collection (plus 18% interest on Sight Drafts not paid at maturity) for the account of Buyer. If, in the exclusive judgment of Seller, the financial condition of Buyer at any time does not justify the commencement or continuance of production, shipment or performance of ITEMS, then, in addition to all other remedies it may have under this quotation or allowed at law or in equity, Seller may make a written demand for full or partial payment in advance, suspend its production, shipment or performance of ITEMS until such payment is made and cancel the Buyer’s purchase order if such payment is not received by Seller within thirty (30) days of such demand.

  1. RESCHEDULING. 
  • If Buyer requests one rescheduling of any ITEM’s shipment, Buyer shall incur rescheduling charges that are determined as follows and due and payable within ten (10) days of the rescheduling.

Number of Weeks of

Rescheduling Requested:           Rescheduling Charge:

Up to 30 days:                             No Charge

31 to 90 days:                              15% Purchase Price

91 to 120 days:                            35% Purchase Price

121 days:                                        Order considered cancelled.

More than one rescheduling of an order will be considered a cancellation of the order. Sixty-six percent (66%) of the rescheduling charge shall be applied against the purchase price if the order is subsequently shipped or against the cancellation charges if the order is subsequently canceled. On any order that is rescheduled and subsequently canceled, cancellation charges will be based upon the time between the originally scheduled delivery date and the date of notice of cancellation.

  1. FORCE MAJEURE:

Seller is not liable for damages due to failure to perform any obligation under this quotation or any purchase order placed hereunder if such failure results directly or indirectly from circumstances beyond its control. Such circumstances include, but are not limited to, acts of God, acts of war or terrorism, civil commotion, riots, strikes, lockouts, embargoes, act or request of the federal, state or local government, telecommunications transmissions disruption, transportation delays, inability to obtain suitable equipment or components, Seller’s supplier’s delay or default, accident, fire, water damages, flood, earthquake or other natural catastrophes. Seller is not required to allocate production and deliverables among customers.

  1. TECHNICAL DOCUMENTATION. 

Seller’s technical documentation, brochures, and catalogs are intended for guidance only and are not binding, unless expressly stated otherwise. Seller reserves all rights in technical documentation provided to Buyer. Without prior written consent of Seller, such documentation shall neither in whole nor in part be disclosed to others or used for any purposes other than those for which they have been provided to Buyer. Buyer shall not reproduce or replicate machines, systems, components or parts thereof.

  1. PATENT INFRINGEMENT.

Indemnification by Buyer

Buyer shall indemnify Seller and hold it harmless (i) where drawings or information provided by Buyer infringe a third party’s proprietary or industrial rights and (ii) for all claims for product liability raised by third parties if the occurrence of the damage is not clearly imputable to Seller. Buyer shall not, for any purpose, reverse engineer, de-compile or disassemble any ITEM or prototypes, software or other physical objects associated with any ITEM sold to Buyer by Seller. Seller reserves the right to seek compensation from Buyer for any claims, damages, or other losses suffered by Seller and resulting from Buyer’s violation of any of its obligations within this paragraph 11.

  1. LIMITATION OF LIABILITY.

Seller shall not be liable for consequential damages, for anticipated or lost profits, incidental, indirect, special or punitive damages, loss of time, loss of use, or other losses incurred by Buyer or any third party in connection with the ITEMS provided by Seller, even if advised of the possibility of such damages. In no event will Seller’s liability in connection with an ITEM exceed the amounts paid to Seller by Buyer for such ITEM.

SELLER SHALL NOT BE LIABLE FOR DEFECTS IN OR FAILURES OF THIRD-PARTY EQUIPMENT OR PARTS, OR FOR DEFAULTS BY, OR DEFECTS IN SERVICES RENDERED BY, THIRD PARTIES. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION SHALL APPLY EVEN IF THE EXPRESS WARRANTIES OR REMEDIES NOTED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

  1. NOTICES 

Any notice given under this quotation and any purchase order placed hereunder will be deemed to be sufficiently given when sent in writing by certified or registered mail to the parties at their respective addresses set forth herein or as those addresses may be subsequently changed by giving notice. The date of mailing of any notice hereunder will be deemed the date on which that notice has been given.

  1. EXPORT CONTROL:

All quotations by Seller and all purchase orders are subject to compliance with all applicable laws and regulations. Buyer acknowledges that Seller’s products and related technical information may be subject to export control regulations of the United States and other foreign governments (“Export Control Laws”). Buyer agrees to take all steps necessary to comply with applicable Export Control Laws, U.S. anti-boycott laws and the related policies and procedures of Seller as in effect from time to time. Buyer also agrees to assist Seller in obtaining export, import and other regulatory approvals that may be necessary or appropriate in connection with the performance of the transactions hereunder.

  1. ASSIGNMENT:

Neither party may assign any of its rights or delegate any of its duties or obligations under this quotation without the other’s prior written consent, which will not be unreasonably delayed or withheld. Any assignment or delegation hereof by either party without the other’s consent will be deemed null and void and of no force or effect.

 

  1. WAIVER & INVALIDITY:

Either party’s waiver of the other’s default on its obligations under this quotation will not in any way limit or affect that party’s right to enforce and compel strict compliance herewith in all other respects. If any provision hereof conflicts with the law under which it is to be construed or if any such provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. The remainder of these General Terms and Conditions shall remain in full force and effect.

  1. REMEDIES:

Except as specifically provided herein, each right or remedy accorded to either party under this quotation will not be exclusive, but cumulative of all other rights and remedies accorded hereunder or allowed by law. In any action or arbitration brought under or in connection with these General Terms and Conditions or any related agreement, the prevailing party shall be entitled to recover its actual costs and attorneys’ fees and all other litigation costs, including expert witness fees, and all actual attorneys’ fees and costs incurred in connection with the enforcement of a judgment arising from any action or proceeding.

  1. CHOICE OF LAW & VENUE:

The contract created hereby shall be interpreted and construed under the laws of the State of Florida, without regard to the choice of law provisions thereof and not including the U.N. Convention on Contracts for the International Sale of Goods, if otherwise applicable. The parties agree that all actions or proceedings arising in connection with these General Terms and Conditions, or any related agreement shall be tried and litigated exclusively in the state or federal (if permitted by law and a party elect to file an action in federal court) courts located in Hillsborough County, Florida. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section.

  1. CONFIDENTIALITY:

Buyer shall keep confidential the manufacturing and business secrets as well as any other proprietary information, which is clearly marked as confidential, received from Seller and shall neither directly nor indirectly disclose the same to any third party whomsoever nor publish them in any manner whatsoever nor use them for any other purpose, in particular but without limitation for the reproduction of machines, systems, components, and parts thereof. If Seller provides information or materials which Seller treats as proprietary or confidential, Buyer agrees to maintain such information in confidence, to take all reasonable precautions to prevent unauthorized disclosure, and to use such information only within the scope for which it was intended, until the information becomes publicly available through no fault of Buyer. Buyer shall be responsible for the compliance of Buyer’s personnel with these provisions.

 

 

  1. INTERPRETATION:

Captions and heading used herein are for convenience only and shall not be used in the construction or interpretation of these General Terms and Conditions. This document shall be construed without regard to the identity of the person who drafted the various provisions. Whenever the singular or masculine or neuter is used in this Purchase Order, the same shall be construed to include the plural or feminine or body corporate where the context of this Purchase Order or the parties hereto may so require. The words “include” or “including” as used herein shall not be construed as words of limitation.

  1. PARTIES BOUND:

These General Terms and Conditions shall be binding upon and inure to the benefit of the Seller and the Buyer and their respective successors and permitted assigns, subject to the restrictions against assignment provided above.