Terms and Conditions of Sale and Warranty
ALL SALES BY RPS AUTOMATION (RPS) ARE SUBJECT TO AND CONDITIONED UPON
PURCHASERS (PURCHASER) ACCEPTANCE OF THESE SALE AND WARRANTY TERMS.
Product means the product(s) set forth in an RPS quote.
- Acceptance: All orders must be in the form of a purchase order and are not valid until final acceptance and confirmation by RPS.
- Shipping Costs: Unless otherwise specified by RPS in writing, all shipping costs are the responsibility of the Purchaser, F.O.B. from RPS in Spokane Valley, WA USA (UCC Terms).
- Shipment: All shipments shall be by common carrier or some other reasonable means chosen by RPS or the customer, if carrier is selected by customer, RPS must be given reasonable time to accommodate such request. All risk of loss to Products shall pass to Purchaser upon delivery by RPS to a common carrier. Shipment is conditional on the timely receipt by RPS of documents and payments necessary for the completion of the order. Partial deliveries are permissible. Shipment dates are approximate and based on the availability of shipping vendors, the production schedule of RPS at the time of quotation, Purchaser change orders, and successful final testing and quality control inspection of the Product prior to shipment.
- Installation & Training: System installation, calibration and operator and maintenance training shall be provided by RPS personnel for the number of days specified in the sales order at no cost to the Purchaser, unless otherwise provided in the RPS Quote. RPS will certify that operators at the Purchaser are qualified to operate the equipment prior to departure from the Purchaser site. Failure to qualify an operator is not the responsibility of RPS and is not a basis for a claim by Purchaser.
- Authorization; No warranties or representations made by anyone, including distributors and sales representatives, deviating from RPS quotation, price, terms and conditions shall be effective unless authorized by RPS in writing.
- Prices: Prices and quantities are specified in the RPS quote and are valid for the duration specified in the quote. Prices do not reflect local, state, federal, or foreign taxes and Purchaser shall pay any such applicable taxes.
- Terms of Payment: Payment due dates are specified in the RPS quote. Invoices not paid within 15 days of the due date shall be subject to carrying charges that accrue and shall be added to the unpaid balance in the amount of 2% per month of any overdue unpaid balance, or the maximum rate allowable by law, whichever is less. Time is of the essence.
- Cancellation/Changes: Purchaser may not cancel or change an order once placed with and accepted by RPS. RPS may correct mathematical or clerical errors. Cancellation prior to delivery will result in a cancellation/restocking fee of 15% of the purchase price.
- Returned Products & Claims: Within 10 days of installation of Products sold, Purchaser must give written notice to RPS of any claim by Purchaser based upon the condition, quantity, or grade of the Products sold, or of any claimed nonconformity with RPS's or Purchaser's specification. Failure to comply with this paragraph shall constitute irrevocable acceptance of Purchaser of the products delivered and shall bind Purchaser to pay to RPS the full price of such Products.
- 30 Day Guarantee: Purchaser may return a system for a refund of amounts paid and cancellation of amounts due if customer is not satisfied. Purchaser pays return shipping and a restocking fee of 10%. To be a valid return, Purchaser must (i) meet installation requirements as provided in the Installation Site Preparation Kit, (ii) provide qualified operators at the time of installation and such operators must be qualified by RPS prior to the completion of the installation, (iii) RPS must be provided the opportunity to cure the lack of satisfaction.
- Limited Warranty: RPS warrants the Products sold shall be free from defects in material and workmanship, under normal use, programming and maintenance, for a period of 12 months from the date of installation unless otherwise specified. The obligation of RPS under this warranty is limited to repair or replacement of any part or correcting any workmanship shown to be defective. RPS shall pay the shipping costs for warranty repairs. The removal of parts for repair/replacement and the installation of replacement/repaired parts shall be at the Purchaser's expense. Repairs, replacements or adjustments to equipment for which RPS is responsible will be made as promptly as possible. On site service by RPS, if required, will be at no-charge to the Purchaser. This warranty covers only standard RPS products. RPS shall warranty the integrity of the RPS solder pot for the life of the Product. In no event shall RPS's liability to Purchaser exceed the purchase price of an allegedly defective Product.
- Excluded Warranty Items: The limited warranty does not cover consumable parts such as nitrogen heaters, belts, drives, bearings, nozzles, risers, impellers, tools, custom tooling or other parts that are subject to wear under normal operation of the Products. The limited warranty is void for use that exceeds specifications, abuse, unauthorized repair or alteration, improper maintenance and use, or damage caused by natural causes. The limited warranty does not cover 3rd party computers, monitors and keyboards, such warranty coverage is as provided by the 3rd party. The limited warranty does not cover custom products.
- No Warranty with Change of Ownership: This warranty is non-transferrable, except by prior written approval from RPS.
- Exclusion of Incidental and Consequential Damages: In no event shall RPS be liable for incidental, special or consequential damages, including without limitation lost revenues and profits and damages for breach of contract, breach of warranty, negligence, or Product misuse.
- Safety: All equipment is designed for maximum operator safety, providing protection from pinch points and moving parts. Should Purchaser request additional guarding, or request major deviations from RPS? interpretation of OSHA or other operator safety standards, RPS can provide additional guarding on a time and material basis. Purchaser shall operate equipment with safety devices and guards in place and functional, and in accordance with the instructions and operating and maintenance procedures of RPS. Product modification, or removal of safety components, or improper operation by Purchaser shall be at the sole risk of the Purchaser. RPS shall not be liable for any resulting system malfunctions and/or injuries.
- Delay Limitation of Liability: RPS shall have no liability for loss, damage, or contingent expenses resulting from delays in shipping or non-performance caused by war, riots, strikes, labor disputes, fires, embargoes, serious accidents, delays in receipt of materials from suppliers or subcontractors, acts of God, or any other circumstances beyond the control of RPS.
- Chemical Process Results Limitation of Liability: RPS's sole responsibility is the function and operation of the Product. Chemical process parameters and materials required to produce a given result with the Product shall be the responsibility of the Purchaser. RPS can and shall advise as to process results and recommendations, but the Purchaser is responsible for use of the Product and the results of such usage. RPS makes no warranty and Purchaser may not hold RPS liable or accountable for production defect rates (including DPM), cycle times, proper selection of Product options, solder, flux, nozzles, program development and the application of said elements to a process undertaken with the Product.
- Advance Qualification of a Process: Prospective Purchasers are encouraged to request, and RPS offers, pre-purchase consultation about a specific process objective such that RPS can evaluate, advise and, in most cases, process samples for review and acceptance by a prospective Purchaser in advance of any purchase, or, if provided in the RPS quote, in advance of a Product shipment.
- Proprietary Information: The Purchaser is in receipt of Proprietary Information, including but not limited to Products, prices, contracts, quotes, proposals, drawings, designs, schematics, parts lists, software programs, applications and software code. All such Proprietary Information is the exclusive property of RPS and is intended only for use by the Purchaser for maintenance and operation of the Product. Purchaser may not distribute, replicate, decompile, reverse engineer, duplicate, or otherwise make use of the Product or the Proprietary Information for any other purpose. Proprietary Information may not be provided to a third party in whole or in part for any reason whatsoever, except as mandated under law, without the express approval of RPS.
- Choice of Law, Venue: These Terms and Conditions of Sale and any dispute or claim relating to the Products shall in all respects be governed and construed according to the laws of the State of Washington, excluding its conflict of law principals. The United Nations Convention on the International Sale of Goods is expressly excluded and shall not apply.
- Entire Agreement: These provisions together with the RPS quote and invoice constitute the entire agreement between Purchaser and RPS and supersede all prior statements, communications or understandings. These provisions are severable.