Terms and Conditions of Sale
1. AGREEMENT.
ALL SALES BY RHIZE TECH OF ANY PRODUCTS TO THE CUSTOMER, SHALL BE EXCLUSIVELY GOVERNED BY THESE TERMS AND CONDITIONS (“TERMS”). THESE TERMS TAKE PRECEDENCE OVER CUSTOMER’S ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS WHETHER CONTAINED ON A WORK ORDER OR OTHER DOCUMENTATION, WHICH RHIZE TECH OBJECTS TO AND HEREBY REJECTS. CUSTOMER’S RIGHT TO THE PRODUCTS AND/OR SERVICES IS CONTINGENT UPON CUSTOMER’S ACCEPTANCE OF THESE TERMS, ANY CHANGES TO THESE TERMS MUST SPECIFICALLY BE AGREED TO IN A WRITING EXECUTED BY RHIZE TECH AND CUSTOMER BEFORE BECOMING BINDING ON EITHER PARTY. The parties expressly agree that any terms and conditions on Customer’s Work Order will have no effect whatsoever. In addition, to the extent of any conflict or inconsistency between these Terms and Customer’s Work Order, these Terms will control.
2. LICENSE FOR SOFTWARE.
If Customer purchases licenses to software, this Section 2 applies. Customer’s use of any software delivered by Rhize Tech is subject to the original manufacturer’s license terms. Customer understands that certain licenses are non-cancellable and non-refundable pursuant to the requirements of the third-party provider of such licenses. As such, Customer agrees to be responsible for the payment of license(s) fees for the duration of the license(s) term.
3. WARRANTY FOR PRODUCTS.
Rhize Tech is not responsible for the quality or performance of any Products, which Customer acknowledges are resold and are the responsibility of the original manufacturer. Any warranty on the Products is provided by the original manufacturer of the Products.
4. DISCLAIMER OF WARRANTY.
ALL WARRANTIES ARE PROVIDED TO CUSTOMER BY THE ORIGINAL MANUFACTURER OF THE PRODUCT. RHIZE TECH DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL WARRANTIES AND CONDITIONS INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. No agent, representative or employee of Rhize Tech has any authority to make any representations or warranties on behalf of Rhize Tech with respect to Third Party Products.
5. USE OF PRODUCTS.
Customer shall indemnify Rhize Tech against all claims, losses, damage, injury, or other liability arising out of or related to the use of the Products, whether sold separately or incorporated into any of the Customer’s products or services.
6. DELIVERY OF PRODUCTS.
TITLE. Delivery and completion dates are estimates; Rhize Tech will use commercially reasonable efforts to meet desired delivery and completion dates but will not be liable to Customer in any way for any late shipment or completion. Delivery requests not conforming to Rhize Tech’s lead times are subject to additional fees. Rhize Tech shall not be responsible for any delays caused by strike, flood, fire, Acts of God, scarcity of the materials needed to produce the Products or complete the Services, governmental restrictions, or any other cause beyond the reasonable control of Rhize Tech (collectively, “Force Majeure Events”). Customer will accept and pay for partial shipments of Products or performance of Services. Unless otherwise provided on the Work Order, the Products shall be delivered from
Rhize Tech’s designated manufacturing facility, service facility, or other named place of origin. Identification of the Products shall occur when they are placed in the hands of the carrier. The Products shall be placed in suitably protected containers, the nature of which shall be determined by Rhize Tech. Delivery obligations for returned Products is addressed in Section 7. Title to Products passes to Customer upon delivery. The Products are deemed accepted upon receipt by Customer.
7. NON-CANCELABLE.
Once accepted by Rhize Tech, all orders (whether in the form of a Statement of Work or otherwise) are non-cancellable. Customer may contact Rhize Tech to request a reschedule, which must be in writing. Rhize Tech will use reasonable efforts to facilitate returns or schedule changes with the original manufacturer, but does not make guarantees regarding returns or changes.
8. ADVICE.
Rhize Tech may provide Customer technical advice regarding the Products and Services, but Rhize Tech does not control or supervise the subsequent manufacture, fabrication, or installation of its products or their use after sale or Service and does not warrant or guarantee such advice. Any time a Product is returned to Rhize Tech, Rhize Tech reserves the right to make additional engineering changes as necessary to comply with Rhize Tech’s internal policies and procedures at no additional charge to Customer.
9. EXPORT; COMPLIANCE WITH LAW.
Customer acknowledges that the laws and regulations of the United States restrict the export and re-export of certain commodities and technical data of United States origin. Customer will not export or re-export the Products or any related technical documentation in any form in violation of the export or import laws of the United States or any foreign jurisdiction. Customer shall not, without U.S. government authorization, export, re-export, or transfer any goods, software, or technology subject to these Terms, either directly or indirectly, to any country subject to a U.S. trade embargo (currently Cuba, Iran, North Korea, Russia, Sudan, Syria, and certain regions of Ukraine) or to any resident or national of any such country, or to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. In addition, any software or any technology subject to these Terms may not be exported, re-exported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Further, Customer and its personnel, agents and representatives are aware of, and agree to abide by, the obligations imposed by the laws of the countries in which Customer does business (including, without limitation, the Foreign Corrupt Practices Act) dealing with payments or gifts to governments or related persons for the purpose of obtaining or retaining business for or with, or directing business to, any person. Accordingly, Customer agrees that no portion of monies paid or payable to Customer in connection with this Agreement, nor any other item of value, will, directly or indirectly, be paid, received, transferred, loaned, offered, promised or furnished to or for the use of any officer or employee of any government department, agency, instrumentality or corporation thereof, or any political party or any official of such party or candidate for office, or any person acting for or on behalf of any of the foregoing, for the purpose of obtaining or retaining business for or with, or directing business to, any person. Customer will comply with the applicable provisions of 42 USC § 1320a-7b prohibiting illegal remuneration (including kickback, bribe or rebate). Customer will defend, indemnify, and hold harmless Rhize Tech from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees.
Last Updated: February 2024
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