Rambutan T&Cs - Nov 20 2020
1.Offer to Sell.
Rambutan Team Buy Inc. (“Rambutan”) hereby offers to sell the product Rambutan described in this Quotation (the “Goods”), but only on the terms and conditions described herein. If Buyer submits to Rambutan a purchase order or other documentation with terms and conditions different from or additional to the terms and conditions described in this Quotation, Rambutan hereby objects to those terms and does not assent to them. No such term shall be considered to be a part of any contract between the parties. Subsequent quote requests may not result in the the same Team Quote The terms of Rambutan's Quotation, are not binding, do not constitute an offer and are subject to change without notice.
2. Payment Terms.
To secure the quoted price enclosed in the offer, payment is to be issued to Rambutan within 24 hours of the quote being issued to the buyer. If no payment is received within 24 hours, the Quote is considered expired and is void.
Product purchase at enclosed price in Offer is dependant on receipt of payment from other
Buyers. If payment is not received from other buyers in a Buying Group within 24 hours after the quote is issued, the enclosed offer is considered void. On the request of the buyer, a full refund and cancellation of order can be made within three (3) days of payment.
The quoted purchase price may be increased to the extent that Rambutan’s cost of the Goods may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to federal,provincial or municipal legislation; and (2) increase in the cost of labor or raw materials. In addition to paying the quoted purchase price, Buyer is solely liable for any excises, levies or taxes which Rambutan may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Goods, and Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.
RAMBUTAN WARRANTS THAT THE GOODS SHALL CONFORM TO THE DESCRIPTION STATED ON THE REVERSE SIDE HEREOF. THE FOREGOING WARRANTY IS RAMBUTAN'S SOLE WARRANTY WITH RESPECT TO THE GOODS THAT ARE THE SUBJECT OF THE QUOTATION. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. RAMBUTAN'S LIABILITY FOR BREACH OF WARRANTY HEREUNDER IS LIMITED SOLELY TO THE REPLACEMENT OF THE DEFECTIVE GOODS, WHICH SHALL BE RETURNED TO RAMBUTAN'S SHIPMENT CENTER, TRANSPORTATION CHARGES PREPAID BY BUYER; AND THE FAILURE TO GIVE NOTICE OF A WARRANTY CLAIM WITHIN THIRTY (30) DAYS FROM DATE OF DELIVERY SHALL CONSTITUTE A WAIVER BY BORROWER OF ALL CLAIMS IN RESPECT TO SUCH GOODS. THE FOREGOING SHALL CONSTITUTE THE SOLE REMEDY OF BUYER AND THE SOLE LIABILITY OF RAMBUTAN UNDER THIS WARRANTY.
5. LIMITATION OF LIABILITY.
RAMBUTAN'S LIABILITY TO BUYER, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED IN ANY CASE THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER AND UNDER NO CIRCUMSTANCES SHALL RAMBUTAN BE LIABLE FOR SPECIAL, IN DIRECT OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE GOODS IS CONSIDERATION FOR LIMITING RAMBUTAN'S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS INVOICE MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE DATE OF THIS INVOICE. WITHOUT LIMITATION OF THE FOREGOING, IN NO EVENT WILL RAMBUTAN BE RESPONSIBLE OR LIABLE FOR (A) PENALTIES OR PENALTY CLAUSES OF ANY DESCRIPTION, OR (B) INDEMNIFICATION OF BUYER OR OTHERS FOR COSTS, DAMAGES OR EXPENSES ARISING OUT OF OR RELATED TO THE GOODS
Claims by Buyer for shortages or errors in delivery must be made within two (2) days after the delivery of the goods. Goods are sold subject to the standard manufacturing practices of Rambutan's suppliers.
No goods shall be returned for credit or refund without first obtaining written consent from a customer service officer of Rambutan. Refunds will only be issued in the case of receipt of damaged product. Damage and request for refund must be reported within 3 (3) days after the delivery of the goods. Customers will be liable to cover the shipping cost for any returned products.
Delivery terms are either F.O.B. Rambutan's supplier or as outlined by the selected carrier. In either case, Buyer shall assume all risk of loss or damage upon delivery by Rambutan to the carrier at the point of shipment. Scheduled dates of delivery are determined from the date of Rambutan’s acceptance of any order or orders placed by Buyer and are estimates of approximate dates of delivery, not a guarantee of a particular date of delivery. Rambutan shall not be liable for any damages caused by failure or delay in shipping the Goods, if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill condition, strike or other labor difficulty, an act of Buyer, an act of God, an act of a governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labor, materials or manufacturing facilities, or any other cause beyond the reasonable control of Rambutan.
9. Security Interest.
Shipments, deliveries and performance of work by Rambutan shall at all times be subject to the approval of and requirements of the credit department of Rambutan, including the requirement that Buyer pay part or all of the purchase price in advance. Rambutan retains a purchase money security interest in all Goods not paid for in full, notwithstanding that the Goods have been delivered to Buyer, and Buyer hereby authorized Seller to execute and file financing statements describing the Goods, and other document which may be requested by Rambutan to evidence its security interest.
Orders accepted by Rambutan are subject to cancellation by Buyer only upon the express written consent of Rambutan. Upon such cancellation and consent, Rambutan shall cease work and hold for Buyer all completed and partially completed articles and work in progress and Buyer shall pay Rambutan: for all work and materials that have been committed to and/or identified to Buyer’s order plus a cancellation charge as prescribed by Rambutan, in addition to a reasonable profit to Rambutan on the entire contract.
In addition to the foregoing, Buyer agrees to save and hold Rambutan harmless from any claims, demands, liabilities, costs, expenses or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of care by Buyer or Buyer’s customers, agents, employees or invitees involving the use of the goods supplied by Rambutan. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon Rambutan in connection with the defense of any such claim.
12. Governing Law.
These Conditions of Use and any dispute of any sort that might arise between you and Rambutan shall be governed by the laws of the Province of Ontario, without reference to its conflict of laws provisions, and the laws of Canada applicable therein, and any disputes will be submitted to the courts of competent jurisdiction of the District of Hamilton (Ontario).This shall be the sole and exclusive jurisdiction and venue for the purpose of adjudication of any rights and liabilities hereunder. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.
In the case of default or breach by Buyer in the performance of any or all of the provisions of this agreement, Rambutan may cancel any outstanding order from Buyer and declare all obligations immediately due and payable, and shall in addition have all remedies afforded by the Uniform Commercial Code as enacted in Illinois, and any other applicable law. Buyer shall in addition, be liable for Rambutan’s expenses incurred in exercising any remedies available to it, including reasonable attorney’s fees and legal expenses. All unpaid obligations shall bear interest at the contract rate provided under terms of payment above.
If Buyer requests deferral of deliveries, Rambutan’s agreement to defer delivery shall not excuse Buyer from its obligation to pay for the goods at the same times and in the same quantities as the original delivery schedule, including interest due pursuant to these terms and conditions. In addition to adhering to the original payment schedule, Buyer shall pay such storage charges as Rambutan may assess for storing the goods awaiting delivery. If Buyer requests deferral prior to shipment, Rambutan may require additional payments in connection with expenses for storage and services incurred by Rambutan in anticipation of delivery.