Terms & Conditions
These Terms and Conditions of Sale constitute a binding contract between Rutherford & Titan, Inc. (Seller) and the party placing the order (Buyer). The Buyer accepts these Terms and Conditions by making a purchase from or placing an order with the Seller, making a purchase or placing an order through E-commerce, or engaging Seller to perform or procure any services. These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions effective when a customer places an order will govern the order in question. Any and all of Buyer’s terms and conditions which are different from or in addition to those contained herein are hereby rejected and of no effect.
Placement of Order
Seller quotations are without obligation. All orders require a written Purchase Order to include at a minimum: product, quantity, price, bill to address, ship to address, date initialized, shipping instructions, and payment terms. Orders and verbal agreements shall only be binding upon Seller if, and as far as, we confirm the same in writing.
Orders will be invoiced and paid in full previous to the manufacturer beginning production as defined in section 8 below. Customer agrees to pay the total purchase price for the products plus shipping (to the extent shipping is not prepaid by Buyer), including shipping charges that are billed to Seller as a result of using Buyer’s carrier account number, any applicable taxes, duties fees, forwarding agents and broker’s fees, and document fees. Terms of payment are within Seller’s sole discretion. Invoices are due and payable within the time period specified on the invoice, subject to continuing credit approval by Seller. Any balance that goes beyond the agreed upon terms shall be considered past due and bear an interest rate of 1.5% per month. In the event it becomes necessary in the view of the Seller to place the account with an attorney or outside collection agency, the customer will be required to pay all costs of collection including reasonable attorney fees. These costs shall include the defense of any claims or counterclaims.
Governing Law and Designation of Forum
The laws of the State of Texas (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance (including the details of performance), and enforcement. Any dispute that arises shall be originated and resolved in Harris County, Texas.
Unless otherwise specified by Seller, prices are valid for a period of thirty (30) days or less as specified on the quotation, or from the date of the quotation. All such offers of Seller are subject to change without notice after this period of time. If such prices are based on the purchase of a particular quantity of products, and Buyer fails to purchase such quantity of products, Seller shall have the right to collect from Buyer the difference between the price paid by Buyer for the products purchased and the price for such products commensurate with the quantity actually ordered by Buyer.
Amendments to Orders
Amendments to orders are at the discretion of the seller, based on the product, timeline, and production. Orders requiring alterations, modifications, or any other change are subject to a change order and $250 associated fee. Upon review and approval by the Seller this shall apply to any existing formal purchase order Seller presently possesses.
Seller shall be notified in writing by the Buyer should the Buyer desire to initiate either a full or partial cancellation of any existing Purchase Order for goods and/or services that Seller possesses. Upon receipt of written cancellation request, Seller shall forward to the Buyer applicable cancellation charges to be incurred by Buyer considering the written cancellation request in conjunction with all items associated, considering not only, materials, labor charges, tooling, non-recurring engineering, but also any and all other applicable charges associated with item or items to be cancelled. No Full or partial cancellation shall be accepted by Rutherford & Titan, Inc. until Buyer agrees in writing to Rutherford & Titan, Inc. cancellation charges. Depends on the scenario however if we sell a machine we cannot just refund them, including if its All cancellations are subject to a minimum of 15% of the present purchase order line item value associated with each formally cancelled item.
Delivery dates are approximate and timelines for delivery are available on the sales invoices. Delivery is dependent on prompt receipt by Seller of all necessary information and/or parts from Buyer. Seller reserves the option of shipping product 3-7 working days prior to Buyer’s quoted delivery date in an effort to effectively smooth product flow and take advantage of combined freight and /or shipping charges when beneficial to the Buyer. Seller shall not be held responsible or liable for any incidental or consequential damages arising out of or in any way associated with delays in delivery. If shipment or any other act or condition affecting payment for the goods and/or services, or any part of them, shall be delayed by the Buyer, Seller shall issue an invoice and payment shall be due as if shipment had been made without delay.
All shipments shall be Ex-Works, Seller. Delivery to the initial carrier shall constitute delivery to the customer, unless otherwise stated on order acknowledgement. If the customer is arranging shipment, delivery is complete when the order is on our dock and the customer has been notified it is ready for pickup.
All products shipped from Seller shall be packaged in accordance with Seller internal packaging and shipping standards. All special packaging requirements must be forwarded to Seller at Purchase Order placement. Additional charges may be applicable.
Storage of Your Product
Finished product can be stored by Rutherford & Titan, Inc., for the customer, for a fee. Pricing based on daily, weekly, or monthly storage needs.
Laws, Codes, Specifications – Rutherford & Titan, Inc. will order and produce your product to the specifications stated in our product literature and drawings in effect at the time of the order and customer approval. Any local laws, rules, codes or other specifications that Rutherford & Titan, Inc. is expected to comply with must be stipulated, in writing, in the buyer’s purchase order. It is the responsibility of the buyer to interpret /identify requirements necessary to comply with the laws, statutes, codes, and regulations for the jurisdiction where the equipment will be used and stipulate those requirements within the request for quote and purchase order.
Rutherford & Titan, Inc. retains legal and equitable title to the products we manufacture until the buyer has paid for the product in full. Buyer shall assist Rutherford & Titan, Inc. with repossession of the products if Rutherford & Titan, Inc. is not paid in full .
Customer Furnished Materials
All orders requiring the use of Buyer’s material must be identified and documented as such prior to Purchase Order placement. Materials of this nature shall be scheduled for delivery to ensure availability to fulfill quoted delivery. Should materials not be received at date agreed upon, or be of inadequate quantity or quality, Buyer shall be notified and scheduled delivery will automatically be adjusted to accommodate either circumstance. Seller will not be responsible for the quality or suitability for use of customer supplied parts.
Seller shall not be liable for any damages, lost profits, or other losses or expenses, due to causes beyond its reasonable control including, but not limited to, acts of God, natural disasters, pandemics, acts or omissions of other parties, acts or omissions of civil or military authority, changes in law, material shortages, fire, strik es, floods, riots, war, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources.
Limitation of Liabilities
Buyer shall not in any event be entitled to, and Seller shall not be liable for, indirect, special, incidental, or consequential damages of any nature including, without limitation, business interruption costs, loss of profit or revenue, loss of data, promotional or manufacturing expenses, overhead, injury to reputation or loss of customers, even if Seller has been advised of the possibility of such damages. Buyer’s recovery from Seller for any claim shall not exceed buyers purchase price for the product or service giving rise to such claim irrespective of the nature of the claim whether in contract, tort, warranty, or otherwise. Seller shall not be liable for and purchaser shall indemnify, defend and hold Seller harmless from any claims based on Seller’s compliance with Buyer’s designs, specifications or instructions, modification of any products by parties other than Seller, or use in combination with other products.
Products and services being purchased under this sale are subject to each item’s specific Seller Limited Warranty. For products resold by Rutherford & Titan, Inc. without any modification, the original manufacturer’s warranty will apply.
Services: Seller warrants non-repair services against defects in workmanship for 90 days from the completion date.
ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED THE OBLIGATIONS AND TIME LIMITS STATED IN RUTHERFORD & TITAN, INC’S LIMITED WARRANTIES ARE HEREBY DISCLAIMED BY SELLER AND EXCLUDED FROM SUCH LIMITED WARRANTIES.
Acceptance of Product and Product Returns
Buyer must obtain written approval from Rutherford & Titan for the return of any product for any reason. Collected shipments without written prior approval may be rejected by Seller.
The Buyer agrees to indemnify the Seller and its successors and assigns against any and all damage, liability, and expenses resulting from any claim or infringement of any patent in connection with manufacture and delivery of product ordered by Buyer and produced upon Buyer’s plans, drawings, sketches, or specifications.
Intellectual Property – Seller shall retain all patent, copyright, trade secrets, and other intellectual property rights it possesses with regard to any and all design, process, or manufacturing technologies. The design, development, production, or provision of product and/or services hereunder shall not be deemed to be a “work made for hire” and nothing herein shall be construed to grant to Buyer any right or license in any patent, copyright, trade secret, or any other intellectual property right.
Confidential Information Property of Rutherford & Titan, Inc.