Customer Terms And Conditions

1. Agreement Of Sale

These terms and conditions have formed the basis for Seller’s pricing and are the sole terms and conditions on which any order for products listed on Seller’s price lists or otherwise offered for sale by Seller (the “Products”) will be accepted. Seller hereby expressly conditions its acceptance of any purchase order or offer upon the Buyer’s accepting the terms and conditions set forth below. Furthermore, Seller hereby rejects all provisions in any purchase order or offer which are inconsistent with or in addition to any terms and conditions set forth below. If an offer or purchase order limits acceptance to its terms, then that offer or purchase order is hereby rejected and Seller’s acknowledgement (or any other written expression confirming performance under Buyer’s offer or purchase order) shall be deemed a counteroffer subject to the terms and conditions below. Except for changes to Section 2 (“Purchase Price, Payment and Prepayment “) and Section 3 (“Shipment and Packing “), which changes must be set forth on the face of Seller’s acknowledgment to be effective, Seller’s sales personnel are not authorized to vary any of these terms and conditions.

2. Purchase Price, Payment and Prepayment

2.1 Purchase Price. Prices and discounts are those in effect at time of publication of Seller’s price lists and are subject to change without notice. Price and performance of an order is subject to resource availability and costs within the control of the Seller at the time of manufacture. Seller reserves the right to cancel or adjust prices and delivery. All prices are net of all discounts and F.O.B. Seller’s place of business subject to the terms of Section 3.1 hereof, excluding applicable taxes packaging and handling. Packaging and handling charges will be assessed at a rate of 2% of purchase price of the product, excluding applicable taxes and freight charges.

2.2 Payment Terms. Payment shall be made in cash, check or cash equivalents in full, without deduction or offset for any reason whatsoever, at Seller’s place of business within thirty (30) days from the date of Seller’s invoice. Buyer shall be entitled to a discount of two percent (2%) for payment made with in ten (10) days from date of Seller’s invoice. Seller may, in its sole discretion, charge interest on all past-due accounts at the rate then charged by Seller’s bank for unsecured loans, with Seller reserving the right to pursue any remedy at equity or law with respect to such past-due accounts. If Buyer has any past-due accounts, all Buyer’s accounts may, at Seller’s option, be declared due and payable immediately.

2.3 Prepayment, Suspension and Termination. If, after any order is accepted, Seller becomes aware of conditions which in Seller’s sole discretion warrant concern for Buyer’s credit-worthiness, Seller, in addition to its other rights and remedies at equity or law, but not in limitation thereof, may require pre-payment or security for payment of any order or suspend or terminate any order, or, if Seller has agreed to a different form of payment than cash, may require immediate payment in cash.

2.4 Minimum Billing: Orders of less than $100.00 net value (excluding repair parts and expedited shipments) will be invoiced at $100.00 plus transportation charges.

2.5 Order Cancellation: Changes and/or cancellation to a P.O. may be subject to a fee. Special product purchase orders may not be cancelled.

3. Shipment And Packing

3.1 Shipment Terms. F.O.B. Seller’s place of business, freight charges prepaid and added to Buyer's invoice when Seller’s preferred carriers are used. Orders shipped on non-preferred carriers chosen by Buyer will be F.O.B. Seller’s place ‘collect’ or third party billing only. Alaska, Hawaii, Puerto Rico and export shipments are F.A.S. Port of Embarkation with all export charges to the Buyer's account.

3.2 Shipment Schedule. Seller shall use its best efforts to deliver the Products in a timely fashion. In no event shall Seller be liable to Buyer for failure or delay in shipping the Products, whatever the reason for such failure or delay. If shipment is delayed without Seller’s fault, Seller’s notification of readiness for shipment shall be deemed the equivalent of shipment.

3.3 Packing. No credit for packing costs shall be given on returned goods. Additional packing expressly required by Buyer shall be charged separately.

3.4 Packaging Claims. Delivery of goods to a carrier at Seller’s place of business shall constitute delivery. Regardless of freight payment, all risk of loss or damage in transit shall pass to Buyer at that time. Buyer is responsible for making claims of this nature including concealed damage claims against the carrier. Seller will assist Buyer in reaching a satisfactory adjustment with the carrier.

4. Warranties

Seller warrants that for a period of twelve (12) months from the date of shipment from Seller’s place of business,
(1) Seller has title to the Products being sold and the right to convey title to Buyer, and (2) that the Products shall meet the performance criteria stated in Seller’s applicable printed publi-cations and shall be free from defects in material and workmanship. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN WRITING IN THIS SECTION, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR THE BREACH OF ANY OF THESE WARRANTIES OR FOR BREACH OF ANY OTHER TERM OR CONDITION HEREIN. SELLER WILL NOT BE LIABLE HEREUNDER FOR ANY REPAIRS OR REPLACEMENTS NECESSITATED BY ORDINARY WEAR AND TEAR OR NEGLECT OR FAILURE TO OBSERVE THE INSTRUCTIONS FOR STORING OR USING THE PRODUCTS FROM TIME TO TIME PROVIDED BY SELLER, OR OTHER IMPROPER OR UNAUTHORIZED USE.

5. Nonconforming Products
If any Product sold and shipped to Buyer pursuant to the terms and conditions stated herein does not conform to the warranties set forth in Section 4 hereof, Buyer shall notify Seller of such nonconformity in writing. Seller shall not be obligated to take any action provided for in this Section 5 unless it receives such written notice within the warranty period set forth in Sec-tion 4 hereof. For justified claims, Seller may in its sole discretion correct the nonconformity at Seller’s place of business; take back the nonconforming Product and provide Buyer with a credit for the justified amount of the claim; provide a replacement for the nonconforming Product within a reasonable time without cost to Buyer; or credit Buyer for the diminution in value of the nonconforming Product due to the nonconformity. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY NONCONFORMITY.

6. Indemnification
Buyer shall indemnify and shall hold harmless Seller and any employee, representative or agent thereof against any and all liability to third parties (including reasonable attorneys’ fees), other than liability solely the fault of Seller, arising from or in connection with the purchase, handling, installation, use or disposition of the Products by Buyer.

7. Reservation Of Title
In order to secure the obligations of Buyer hereunder, Buyer hereby grants Seller a security interest in the Products being purchased by Buyer. Seller may perfect the security interest at any time, and Buyer shall at Seller’s request execute all appropriate financing statements and other documents necessary to perfect Seller’s security interest in accordance with applicable law.

8. Miscellaneous Provisions

8.1 Applicable Law; Consent to Jurisdiction. The Agreement of Sale shall be governed by the laws of the State of Ohio, including the Uniform Commercial Code as enacted in Ohio, and shall be construed and interpreted in accordance therewith. The parties expressly waive application of the United Nations Convention for the International Sale of Goods in those in-stances where it might otherwise apply. In any legal action or proceeding arising with respect to the Agreement of Sale, Buyer unconditionally and irrevocably submits to the jurisdiction of the state courts of Ohio and to the United States District Court for the Southern District of Ohio (Western Division), and agrees that service of process may be made by first class, certified mail upon any officer of Buyer and that such service shall be deemed adequate for all purposes in all such courts.

8.2 Severability. Any invalidity, in whole or in part, of any provision of the Agreement of Sale shall not affect the validity of any other of its provisions.

8.3 Cumulation of Remedies. All remedies available to either party for breach of the Agreement of Sale are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

8.4 Place of Performance. The place of performance of the Agreement of Sale shall be Springfield, Ohio.

8.5 Confidential Information And Intellectual Property. Absent a separate written agreement governing the protection of confidential information, Seller undertakes no obligation to protect the confidentiality of any information furnished by Buyer, even if Buyer has labeled the information “confidential” or “proprietary” or otherwise indicated that it regards the information as confidential. If such a written agreement exists and is in effect,
then the confidentiality obligations of the parties shall be governed by that agreement.

8.6 Entire Agreement. These Terms and Conditions (a) together with any related written communications by Seller, contain the entire understanding between the parties concerning the subject matter hereof and supersede any prior discussions or agreements concerning such subject matter, (b) do not create an agency or joint venture relationship between Buyer and Seller, and (c) do not constitute a license or authorization of any kind for Buyer to use any of the trademarks or trade names owned by Seller in connection with the Products.

8.7 Compliance with Laws. Seller makes every effort to assure that its operations are in conformance with all applicable laws and regulations. However, Seller does not (a) warrant compliance with any specific law or regulation, or (b) warrant that Seller will respond in any specific manner to a notice of noncompliance, or (c) undertake to provide any certification to Buyer regarding compliance with any law or regulation, unless that warranty or undertaking has been separately negotiated with Buyer and expressly references this section.

8.8 Insurance. Seller expressly disclaims any obligation to maintain insurance coverage in the manner specified in any of Buyer’s terms and conditions or to name Buyer as an addi-tional insured on any policy of insurance maintained by Seller.

9. Returned Goods

It is Rittal’s policy to allow customers to return products with prior Rittal management approval under the following conditions.

9.1 All product and paperwork must display the Return Authorization Number given by Rittal Customer Service.

9.2 All products must be returned to the location as stated on the Return Authorization.

9.3 All products are to be returned by carrier stated on the Return Authorization if Rittal Corporation is at fault. Rittal Corporation is responsible for freight. All other returns requested by Buyer are to be returned with buyer’s carrier and buyer is responsible for freight.

Credit will be granted based on the following conditions:

9.4 All products are packaged and palletized (upright and banded) to prevent damage.

9.5 All products are returned without alterations in original Rittal Packaging. All products returned must be of current design and have been purchased within 1 year. No credit will be issue if damage to packaging or product and was purchased previous to 1 year.

9.6 All products must be inspected and approved by an authorized Rittal representative.

9.7 When possible, a copy of the original invoice or packing list should accompany all returned product.

9.8 No deduction shall be taken without prior approval from Rittal.

9.10 Product will be subject to the following restock fees if authorized to return. Restocking fees are applied per Purchase Order.
- L1 Items- $100.00 or 15% (whichever is higher) restock fees will apply.
- L2 Items- $300.00 or 30% (whichever is higher) restock fee will apply.
- L3 Items- considered built or ordered to Buyer’s specification and cannot be returned.

9.11 Specials/modified standards/spare parts cannot be returned.

Rittal Corporation
Corporate Headquarters
One Rittal Place
Springfield, OH 45504
800.477.4000
FAX 800.477.4003