All sales of Thermal products (“Products”) by Ricoh Electronics, Inc. (“Seller”) are subject to Purchaser’s agreement to these General Terms and Conditions of Sale (“Terms”) and Seller’s order confirmation (“Order Confirmation”) issued to Purchaser, unless otherwise specified in this Section. SELLER EXPRESSLY REJECTS ANY TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER COMMUNICATION OF ANY KIND FROM THE PURCHASER THAT IS CONFLICTING, INCONSISTENT OR ADDITIONAL TO THESE TERMS. No waiver, alteration, addition or modification of these Terms shall be valid unless made in writing and signed by an authorized Officer of Seller. No employee or agent of Seller has authority to alter these Terms. The Terms and Order Confirmation constitute the entire agreement between the parties and supersede all prior or contemporaneous oral or written understandings, negotiations, warranties, or agreements of any kind. In the case of a conflict between these Terms and a fully executed contract signed by authorized representatives of both parties, the executed contract shall control. In the absence of a fully executed contract, these Terms apply. BY PURCHASING THE PRODUCTS FROM SELLER, PURCHASER AGREES TO AND INTENDS TO BE BOUND BY THESE TERMS. SELLER’S ACCEPTANCE OF PURCHASER’S P.O. IS EXPRESSLY LIMITED TO, AND EXPRESSLY MADE CONDITIONAL ON, PURCHASER’S ACEPTANCE OF THESE TERMS. UNDER NO CIRCUMSTANCE WILL SALES, SHIPMENT OR DELIVERY BY SELLER BE DEEMED AN ACCEPTANCE OF PURCHASER’S TERMS AND CONDITIONS.
Statements, technical information and recommendations concerning the Products sold or samples provided by Seller do not constitute a guarantee or warranty. It is the sole responsibility of Purchaser to independently determine, prior to use, that Products are suitable for the purposes of Purchaser.
Slight variations, including variations in quality, quantity and/or color, shall not constitute grounds for rejection of the Products. Seller’s Technical Services Department shall assess whether a delivery differs beyond the limits set out in the Seller’s Product Specifications (SPS).
Products shall be packed and labeled as per the standard requirements for the transport mode. Charges applicable to packaging will be invoiced at Seller’s rates current at the time of dispatch. If Orders require overseas delivery, Seller shall charge to Purchaser the cost of any special packaging required, together with all freight, insurance and other charges incurred by Seller.
5.1 All prices, unless otherwise specified in writing in Seller’s formal quote or Order Confirmation, exclude all taxes, duties and charges applicable to the sales of the Products (“Taxes”). Any such Taxes shall be added to the price and paid by Purchaser, unless Purchaser provides Seller with a valid exemption certificate acceptable to Seller and the relevant taxing authorities.
5.2 The prices payable for the Products shall be identified in Seller’s Order Confirmation. Seller reserves the right to amend such Order Confirmation for any unintended errors.
5.3 Seller shall have the right at any time to revise prices and/or agreed upon prices to take account of inflation and increases in costs, including but not limited to costs associated with: the acquisition of any Products, materials, carriage, labor and other overhead, the increase or imposition of any tax, duty and/or other levy, and any variation in exchange rates.
6.1 Unless otherwise mutually agreed to in writing, Products will be shipped EXW Origin. Shipment is subject to the Incoterms of the International Chamber of Commerce (Incoterms® 2010). Risk of loss passes from Seller to Purchaser upon Seller making Products available to Purchaser at Origin.
6.2 Delivery dates mentioned in any quotation, Order Confirmation, or other communications are estimates only and do not create a binding obligation of Seller towards Purchaser. In no event shall Seller be liable or responsible for any damages as a result of shipping delays.
7.1 Unless otherwise mutually agreed to in writing, Purchaser must pay all invoices (i) in the invoiced currency, (ii) into the bank account specified on the invoices, (iii) within thirty (30) days from the date of invoice without any setoff or discount being applied.
7.2 All payment terms are subject to the approval of Seller’s Finance Division, in its sole discretion.
7.3 Seller shall at all times have the right to demand advance payment or cash payment upon delivery of the Products or to demand security to be provided in a form approved by Seller’s authorized representative to ensure that the purchase price of the Products is paid.
7.4 If Purchaser does not comply with its obligations under these Terms, including but not limited to the timely payment of the purchase price, it shall promptly be deemed to be legally in default, without any notice and without legal action being required. In that case: (i) Seller shall be entitled to suspend its obligations under these Terms including but not limited to suspending the supply of Products without relieving Purchaser from its obligations and (ii) all amounts and interest payable by Purchaser shall become immediately due to Seller.
7.5 Any extension of credit allowed to Purchaser may be changed or withdrawn at any time.
7.6 In the event of late payment by Purchaser, Seller has the right to charge interest of one and one half percent (1.5%) per month or, if higher, the statutory interest under the applicable law over the outstanding amount; part of a month will be deemed to be a month. All costs, judicial and extra-judicial, and reasonable attorneys’ fees, incurred by Seller with respect to the breach of any obligation on the part of Purchaser shall be paid by the Purchaser. The extra-judicial costs will be minimum ten percent (10%) of any outstanding amount.
7.7 Seller may always, at its sole discretion and without any notice being applicable, offset any amount and/or charge due from Purchaser with any amount payable by Seller to Purchaser.
8.1 Notwithstanding delivery and passing of the risk under the relevant Incoterms, the ownership of the Products shall be retained by Seller and shall only be transferred to Purchaser when Purchaser has fully complied with all of its obligations contained in or arising from these Terms, including payment.
8.2 If Purchaser is in default in complying with any obligations arising from these Terms, Seller shall have the right at all times to obtain possession of the Products in which title has been reserved, wherever they are located, without prejudice to Seller’s right to compensation from Purchaser in connection with Purchaser’s default. Such compensation shall include all costs, fees, taxes, duties, and reasonable attorneys’ fees incurred by Seller to obtain possession of the Products.
9.1 Seller warrants that Products, specifically excluding thermal linerless products (Thermal Linerless Products) only for purposes of this warranty subsection 9.1, are free from defects in material and workmanship for twelve (12) months from the date of shipment. Thermal Linerless Products are warranted to be free from defects in material and workmanship for six (6) months from the date of shipment. This warranty may be asserted by Purchaser only and not by Purchaser’s customers or users of Purchaser’s Products and Thermal Linerless Products.
9.2 Immediately upon delivery, Purchaser’s quality controller shall inspect the Products for quality and quantity. The check shall be based on transport documents and/or specifications applicable to the Products. Complaints for quantity and/or visual defects to the Products shall be reported to Seller within 48 hours after delivery. Purchaser shall note the defects on the relevant transport documents and shall keep the defective Products as proof. At Seller’s request, Purchaser shall return the defective Products to Seller in their original packaging.
9.3 Complaints for non-visual defects to the Products shall be reported to Seller immediately upon occurrence. Purchaser shall give immediate notice of such complaint to Seller’s Technical Services Department. Purchaser must follow Seller’s instructions for warranty.
9.4 Any cause of action for Product defects or otherwise which Purchaser may have shall be barred after the lapse of the warranty period referred to above.
9.5 Should any failure to conform to Seller’s warranty appear within the period referred to in subsection 9.1 above, Purchaser’s sole and exclusive remedy shall be, at Seller’s option, either crediting, in whole or in part, the Purchaser with the purchase price of the affected Products, or replacing the affected Products or any affected part or parts thereof. Setoff is not permitted.
9.6 EXCEPT FOR THE WARRANTY EXPRESSLY PROVIDED IN SECTION 9.1, THE PRODUCTS, INCLUDING THERMAL LINERLESS PRODUCTS, ARE PROVIDED “AS IS” AND SELLER MAKES NO, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PRODUCTS OR SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
For all claims and returns, Purchaser must follow Seller’s claims procedures specified at: Customer Claim Form. No Products may be returned to Seller without Seller’s written consent and a return merchandise authorization (“RMA”). Products returned without Seller’s prior written consent and RMA will be refused. Purchaser shall remain responsible for full payment of Products, including shipment costs.
11.1 Subject to any limitations or exclusions imposed by mandatory applicable law and subject to subsection 11.2 below, Seller’s aggregate liability to Purchaser, whether for negligence, breach of contract, misrepresentation, or otherwise, shall in no circumstances exceed the price of the defective, non-conforming, damaged or undelivered Products which give rise to such liability as determined by net price invoices to Purchaser for any occurrence.
11.2 IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS, DAMAGE, OR INJURY, INCLUDING WITHOUT LIMITATION, LOSS OF PROFIT, GOODWILL, OR REPUTATION, LOSS OF USE OR PRODUCTION, LOSS OF CAPITAL, OR LOSS OR EXPENSE RESULTING FROM THIRD PARTY CLAIMS.
Neither Seller nor Purchaser shall be liable for its failure to perform any of its obligations hereunder during any period in which such performance is delayed or made impossible by force majeure, included but not limited to fire, flood, all natural disasters, war, mechanical breakdown, failures of carriers, vendors and/or suppliers, embargo, riot, labor unrest (including but not limited to strike, go-slow, work to rule), the intervention of any governmental authority, or any causes or contingencies beyond a Party’s reasonable control, provided that the Party who cannot perform as a result of such force majeure notifies the other Party of the delay and the reasons thereof. Notwithstanding anything in this Section, Purchaser’s obligation to make timely payments shall remain in force.
Purchaser shall not disclose to any third party, confidential information received from Seller in connection with the sale, such as the price agreed between the Parties, specifications, plans, samples, formulas, and any other information which is treated as confidential by Seller. Purchaser shall use this information exclusively in fulfilling its obligations and commitments towards Seller, except as required by law or with written approval of Seller.
None of the rights or obligations of Purchaser under the sale and/or sales agreement may be assigned or transferred in whole or in part without the prior written consent of Seller.
No waiver by Seller of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise or delay in exercising, any rights, remedy, power or privilege arising from these Terms may be construed as a waiver thereof.
These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy.
Each paragraph and provision of the Terms is severable, and if any provision is held invalid or unenforceable, the remainder shall nevertheless remain in full force and effect.
18.1 Seller’s and/or its affiliates’ Products, technical data, or direct products of such technical data (“Products”) may be subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII). Purchaser will comply with these regulations and will not export or re-export the Products, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2) any end user who has been prohibited from participating in US export transactions by any federal agency of the US government; or (3) any end user who Purchaser knows or has reason to know will utilize the Products in an unintended manner.
18.2 Purchaser shall comply with the provisions of any applicable anti-bribery laws including the “Foreign Corrupt Practices Act” (“FCPA”) of the United States of America, the OECD Convention on Combating Bribery of Foreign Public Officials (“OECD Anti-bribery Convention”) and any other applicable anti-bribery laws and regulations.
19.1 All orders and sales transactions between Seller and Purchaser shall be governed by, construed, and interpreted in accordance with GA law. The provisions of the United Nations Convention on Contracts for the International Sale of Products (“the Vienna Convention”) shall not apply.
19.2 Any disputes arising out of or in connection with any order or sales transaction between Seller and Purchaser shall be brought before the competent courts of Atlanta, Georgia.