ACCEPTANCE. Acceptance of the Customer’s order is expressly limited to and conditioned upon the incorporation of the terms set forth below, which terms cannot be altered or amended without express written agreement of Seller.
PRICES. Rainin expressly disclaims any representation or warranty concerning "most favored customer" pricing which may appear in any Customer’s documents in connection with the sale of any Products by Rainin to Customer.
DELIVERY. Seller shall deliver the merchandise F.O.B. Shipping Point. All claims for shortages and damages must be made to Seller within seven (7) days of receipt of merchandise. Shipping containers and all packing material must be retained. Seller will not accept responsibility for shortages or damages if this procedure is not followed. Items being returned for customer convenience (and not for product or part failure, warranty issues, or other RAININ error) will be subject to a 15% restocking fee, minimum $100. RAININ must be contacted for a Return Material Authorization Number (RMA) within 15 days of shipment from RAININ to be eligible for return credit. Customers must return items within 10 days of receiving a RMA. Item(s) must be in new and unused condition, packed in original packaging, and include all manuals and accessories. Tip products must be unopened including the BioClean protection shrink wrap. Return transportation must be prepaid by the Buyer.
EXPORT RESTRICTIONS. Buyer hereby agrees: (i) to comply with all decrees, statutes, rules and regulations of the government of United States and agencies and instrumentalities thereof presently in effect or which may be in effect hereafter; and (ii) not to export or re-export the merchandise except in compliance with such decrees, statutes, rules and regulations.
PAYMENT. Payment shall be made by Buyer to Seller in U.S. Dollars. All prices stated herein are F.O.B. Shipping Point. All prices are exclusive of taxes, whether in the country where the Buyer is located or any other country, now or hereafter imposed with respect to the transactions contemplated hereunder, which such taxes shall be the responsibility of Buyer (with the exception of income taxes or other taxes imposed upon the Seller that are measured by the gross or net income of Seller). If paid or required to be paid by Seller, the amount thereof shall be added to and become a part of the amounts payable by Buyer hereunder. All amounts due and payable with respect to the merchandise shall be paid in full within thirty (30) days after the date of the invoice. No part of any amount payable to Seller hereunder may be reduced due to any counterclaim, set-off, adjustment or other right which Buyer might have against Seller, any other party or otherwise.
RISK OF LOSS. All risks of loss and damages shall be transferred to Buyer upon delivery to carrier.
LIMITED WARRANTY AND LIMITATION OF LIABILITY. (a) Seller warrants the merchandise to conform to specifications. Under no circumstances shall Seller be responsible for alleged nonconformities with respect to any merchandise which has not been used for purposes or in any manner for which it was not intended, or any merchandise which has been customized or modified without Seller’s prior written consent, or damaged or misused. As Buyer’s exclusive remedy in the event of breach of warranty, Seller shall repair or replace, as its option, any nonconforming merchandise or parts thereof for a period of one(1) year after delivery. All claims must be made in writing to Seller. Any claims not made within the period specified above shall be deemed waived and released. (b) THE PROVISIONS OF THE FOREGOING WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT). SELLER’S LIABILITY ARISING OUT OF THE MANUFACTURE, SALE OR SUPPLYING OF A PRODUCT OR ITS USE OR DISPOSITION, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT FOR ANY REASONS EXCEED THE AGGREGATE PURCHASE PRICE PAID BY BUYER FOR SUCH PRODUCT. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE MANUFACTURE, SALE, SUPPLY, USE, MARKETING, RESALE OR OPERATION OF THE MERCHANDISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
GOVERNING LAW. This transaction shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Seller and Buyer agree that any controversy arising out of this transaction shall be resolved solely and exclusively in, and Seller and Buyer hereby submit to the sole and exclusive jurisdiction of, the state courts of the Commonwealth of Massachusetts and federal courts of the United States located in the Commonwealth of Massachusetts.
