RAMPART PRODUCTS, LLC – TERMS AND CONDITIONS FOR CUSTOMERS
Any item or service sold or delivered by RAMPART PRODUCTS (hereon “RAMPART”) to Customer provided by RAMPART is solely limited to the terms and conditions contained herein. Customer acknowledges that the price for Product is based upon the warranties, remedies and limitations on liability set forth herein. These terms and conditions apply to all transactions involving RAMPART. Any order or acceptance of goods from RAMPART shall constitute an acknowledgment of receipt and acceptance of these terms and conditions.
Warranty
RAMPART warrants that the Product is free from defects in workmanship and materials.
RAMPART’s sole liability and Customer’s exclusive remedy under this warranty is limited to the replacement of the Product returned for inspection and proved to be defective. This warranty expires ninety (90) days after the date of shipment of the Product from our stock point. The shipping expenses covering the round trip of the Product found to be defective will be paid by Customer. This warranty is exclusive of any other liability for whatever cause in whatever form, particularly in any respect of any damages suffered because of the defective Product.
THE PARTIES AGREE THAT THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.
All warranties, liabilities and obligations of RAMPART shall terminate if customer: (1) uses the Product for an unauthorized or unintended use, (2) fails to perform its obligations under this or under any other agreement between the parties or (3) fails to pay any charges due RAMPART under this agreement.
Risk of Operation
The Products provided hereunder are furnished and operated at Customer’s risk.
RAMPART shall not be liable for any direct, contingent, incidental, or consequential damages arising from use of such Products. In no event will RAMPART be liable for: (1) lost profits or any other incidental or consequential damages; (2) damages caused by Customer’s failure to perform its responsibilities; (3) repair or alterations done without the prior written approval of RAMPART or (4) damages to the Product caused by a third party. Conditions, which prevent satisfactory operation of such Product, do not relieve Customer of its responsibilities for payment as provided in the sale or contract.
Indemnity
Customer hereby agrees to defend, indemnify, and hold RAMPART harmless from and against all claims, demands, causes of action, fines, penalties, expenses, consequential damages or losses on account of personal injury, death, or property damage whether based upon contract, tort, negligence, strict liability, misrepresentation of warranty arising out of incident to, in connection with, or directly or indirectly resulting from the design, manufacture, sale, delivery, repair, or use of the Product provided in connection with this Agreement whether such injuries, death, or property damage, however caused, are by RAMPARTS’ sole or concurrent negligence, gross negligence, fault, or other theory of liability.
Use
Customer shall use the Product in a proper manner and comply with all laws, ordinances and regulations in any way relating to the possession, use or maintenance of the Product.
Proprietary Information
Business information, know-how, product design, calculations and technical information, plans, specifications, and working drawings of RAMPART are and shall remain the property of RAMPART. Customer agrees to maintain the confidentiality of such information and require those persons accessing such information to agree to maintain the same conditions of confidentiality.
Customer agrees it will not reuse any such proprietary information on any future project, nor will Customer make them or any duplicates thereof available for use of his own fleet or on behalf of some other party, nor make same available to some other party.
Modification of Product
RAMPART’s goods shall not be modified without prior written approval of RAMPART.
Change of Design
RAMPART expressly reserves the right to change or modify the design and construction of any Product without any obligation or liability to furnish or install such changes or modifications on Products previously or subsequently sold.
Taxes
Customer shall pay any sales, use or other taxes that may be applicable.
Shipping Terms
Shipping terms shall always be understood to be F.O.B. RAMPARTS’ stocking point unless otherwise specified by Customer in writing or formal purchase order. Risk of loss shall pass to Customer as the goods depart RAMPARTS’ stocking point. RAMPART shall not be held liable for delays or failure in performance when caused by labor disturbances, riot, fire, embargoes or other conditions beyond RAMPARTS’ reasonable control. All shipping charges shall be paid by Customer.
Customer shall deliver written notice of shortage claims within 30 days of delivery.
Payment Terms
All charges are net and payable in 30 days. Interest will be charged on the unpaid balance of an invoice that is outstanding after thirty (30) days from date of invoice at the rate of one and one-half percent (1-1/2%) per month or the maximum non-usurious rate allowed by law, whichever is higher. Any discount agreements will be applied to current accounts only. If an account has exceeded the agreed upon terms, RAMPART has the right to eliminate any applied and future discounts until the interest and account is paid within the agreed upon terms.
Cancellation
In the event Customer cancels an order, Customer shall pay to RAMPART one hundred percent of the net invoice. No item may be returned without the written consent of RAMPART.
Modification of Orders
Orders as received constitute the complete and final agreement between RAMPART and the Customer, and no other agreement in any way modifying any of the terms and conditions appearing will be binding upon the parties unless made in writing and signed by their authorized representatives.
Default
Should Customer violate any terms and conditions of this agreement, become bankrupt, insolvent, go into receivership or should any creditor or other person attach or levy Customer’s property or product, RAMPART shall immediately have the right without notice to retake and remove its Products wherever they may be. A default hereunder by Customer shall not relieve Customer of its liability to pay RAMPART the compensation provided in this agreement.
Waiver
Failure of Customer or RAMPART to enforce any of the above terms and condition shall not prevent a subsequent enforcement of such terms or conditions or be deemed a waiver of any subsequent breach. All the above terms and conditions shall also apply in favor of any manufacturer or supplier of any Products supplied to Customer hereunder.
Force Majeure
The failure of RAMPART to perform any of its obligations if occasioned by an “act of God” or the public enemy, fire, explosion, war, riots, sabotage, terrorism, vandalism, accident, embargo, or action of any governmental authority, or as circumstance of like or different character beyond the reasonable control of such party, or by interruption of or delay in transportation, inadequacy, shortage, or failure of supply of materials or equipment, breakdowns, shutdowns for repairs, plant accidents, labor shortage, labor trouble shall excuse RAMPART from its obligations under this Agreement.
Entire Agreement
This agreement and any accompanying order is the complete and exclusive statement of all the terms and conditions of the Agreement between RAMPART and Customer and contains all representations of the parties and supersedes all prior agreements or representations. Customer has not relied on any representations other than those contained in this agreement. This agreement shall not be varied, supplemented, qualified, or interpreted by any prior course of dealing between the parties or by any usage of trade. Agreement may be amended only by a written instrument duly executed by Customer and an officer of RAMPART.
Severance
Should any provision of this contract, or a portion thereof, be unenforceable or in conflict with the country, state, province, or local laws which govern this contract, then the validity of the remaining provisions, and portions thereof, shall not be affected by such unenforceability or conflict and this agreement shall be construed as if such provisions, or portion thereof were not contained herein.
Governing Law
This agreement shall be deemed to have been entered into and governed and controlled under the laws of the State of Texas, and any disputes arising from this agreement shall be adjudicated in a venue proper in Harris County, Texas.
Survival of Terms
The terms and conditions contained in the sections captioned “Confidentiality”, “Indemnity” and “Waiver” survives the termination of this agreement.
