Retsel® Terms and Sales Policies
1. Retail and wholesale sales.
Retsel Inc. ("Retsel)") sells products to individual customers and dealers only.
Prices listed are retail only, do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Export orders may be subject to other special pricing. Retsel reserves the right to accept or reject any order.
3. Sales Tax
Customers are responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt.
4. Payment and Credit Terms
Retsel accepts cash, checks, money orders, Visa, MasterCard, and American Express and Paypall. For customers with established Retsel credit, payment terms are net thirty (30) days from the date of shipment or pick-up. All credit extended by Retsel to customer, and the limits of such credit, is at Retsel’s sole discretion, and may be reduced or revoked by Retsel at any time, for any reason. Retsel reserves the right to charge a convenience fee for late payments. Retsel further reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions. All payments must be made in U.S. dollars. Retsel shall have the right of set-off and deduction for any sums owed by customer to Retsel.
If customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with Retsel’s credit terms, or fails to supply adequate assurance of full performance to Retsel within a reasonable time after requested by Retsel (such time as specified in Retsel’s request), Retsel may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys' fees and any and all other associated costs of collection), and/or may, at it’s option, cancel all or any part of an unshipped order.
Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer's subsidiaries and affiliates purchasing from Retsel will be jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.
5. Security Interest
Customer hereby grants to Retsel a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Retsel. Customer agrees to file, or permit Retsel to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Retsel's lien or security interest.
6. Credit Balance
Customer agrees that any credit balance(s) issued by Retsel will be applied to customer's account
within one (1) year of its issuance. IF CUSTOMER HAS NOT REQUESTED THE CREDIT BALANCE WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE WILL BE CANCELLED, AND RETSEL SHALL HAVE NO FURTHER LIABILITY.
7. Freight Policy
Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. Retsel charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on customer's invoice. Receipts for shipping and handling charges will not be furnished. Retsel covers shipping and handling for standard ground delivery for orders over US $2500 before tax and freight (including any backorders). COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation, expedited same day delivery, air freight, freight collect, export orders, customer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for other Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier.
ALL PRODUCTS SOLD ARE WARRANTED BY RETSEL ONLY TO CUSTOMERS FOR: (i) RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT MANUFACTURE; (iii)RETAIL. RETSEL WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (10) YEAR TERM AFTER THE DATE OF PURCHASE FROM RETSEL, UNLESS OTHERWISE STATED. PROVIDED THAT RETSEL ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, RETSEL MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO THE FACTORY OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY RETSEL, SHIPPING COSTS PREPAID. RETSEL’S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
This warranty does not apply to failures in service due to deliberate misuse, accident, neglect, alteration, or normal wear and tear. NOTE: No warranty will be provided on requested repairs that do not restore to sound operating condition the equipment being worked on. Retsel Incorporated will only offer a warranty on repairs that we have recommended and/or requested by the customer that meets these criteria.
This warranty does not cover economic loss or additional expense including (without limitation): payment for loss of time or pay, inconvenience, storage, loss of equipment use income, rental expense, shipping costs or other travel costs.
Retsel Incorporated reserves the right to inspect and correct any work to which our posted warranty applies. Complete equipment service history records may be required to be submitted to the Warranty Claims department as part of the investigation process. Keep a copy of the sales ticket indicating the work that was done and showing that full payment for the service was made.
2. WARRANTY DISCLAIMER
A. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE, IS MADE OR AUTHORIZED BY RETSEL. RETSEL DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. RETSEL EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE PRODUCTS: (i) ARE MERCHANTABLE; (ii) FIT FOR A PARTICULAR PURPOSE; OR (iii) DO NOT AND WILL NOT INFRINGE UPON OTHER'S INTELLECTUAL PROPERTY RIGHTS.
B. RETSEL MAKES NO WARRANTIES TO THOSE DEFINED AS CONSUMERS IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT.
3. LIMITATION OF LIABILITY
RETSEL EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. RETSEL'S LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
4. Warranty Product Return
Before returning any product, customer shall: (i) write or call the Retsel Corpoaration from which the product was purchased; (ii) in the case of an internet order, contact service@ retsel.com with the purchase date, the original invoice number, the stock number, and a description of the defect; or (iii) call Customer Care at 1-208-254-3737 and provide the date, the original invoice number, the stock number, and a description of the defect. Proof of purchase is required in all cases.
For information on a specific manufacturer's warranty, please contact the manufacturer of the specific product purchased.
6. Product Compliance and Suitability
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Retsel Corporation does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Retsel accept responsibility for construction, installation and/or use of a product. It is customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
7. Cross-Reference Information
Product cross-reference comparisons do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for customer's intended use.
8. Catalog / Website Information
Retsel reserves the right to update publishing errors in its catalogs or any of its websites. Product depictions in the catalog or websites are for illustrative purposes only. Possession of, or access to, any Retsel catalog, literature or websites does not constitute the right to purchase products.
9. Product Substitution
Products (and country of origin) may be substituted and may not be identical to catalog or website published descriptions and/or images.
10. Occupational Safety and Health Administration ("OSHA") Hazardous Substance
Material Safety Data Sheets ("MSDS") for OSHA defined hazardous substances are prepared and supplied by the manufacturers. RETSEL MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.
11.California Proposition 65
The State of California requires that certain warnings be given concerning products subject to Proposition 65. For products denoted with a or symbol the following warnings apply:
Warning: This product contains a product known to the State of California to cause cancer.
Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm.
MSDS and Proposition 65 Regulated Product Requests
Information on MSDS and Proposition 65 regulated products are available: (i) at the local RetselÂ distributor branch; (ii) by contacting Retsel Corporation, P.O. Box 4369 Pocatello, Idaho 83201 Attn: Environmental Health and Safety Deptartment. A complete list of Proposition 65 regulated chemicals are available by logging on to www.oehha.ca.gov.
12.California and Vermont Customers
Section 116875 of the California Health and Safety Code and Title 9, Chapter 63, Article 2470 (h) of the Vermont Statutes prohibit the introduction into commerce of any pipe, pipe or plumbing fitting, or fixture intended to convey or dispense water for human consumption that is not "lead free." Please reference the actual regulations for more information.
13.Important Notice to Federal Customers Re: Country of Origin
While all products listed on GSA Advantage meet the requirements of the Trade Agreements Act ("TAA"), as implemented by Federal Acquisition Regulations Part 25, other products sold by Retsel may not meet the requirements. At the time of purchase, Retsel will advise customers with proper identification as an authorized schedule customer whether or not a product is "TAA-compliant." Any federal customer purchasing a non-TAA item will be making an "open market" purchase that is not covered by any contract. Federal customers are advised that the open market purchases are NOT GSA schedule purchases. By purchasing any product on the open market, the customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.
14. ARRA Orders (American Reinvestment Recovery Act)
It is the customer's responsibility to advise Retsel whether this order is funded in any part by funds from or related to the American Reinvestment and Recovery Act ("ARRA") (Pub. L. No. 111-5) (i.e., Stimulus Funds). Upon request, Retsel will provide country of origin information so that customer may determine compliance with any applicable requirements under ARRA Section 1605 or any other applicable regulations.
15. Electronic Data Interchange
If Retsel and customer mutually agree to use an Electronic Data Interchange ("EDI") system to facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Retsel and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by Retsel regarding EDI purchases made by customer shall be deemed to be conclusive.
16. Third Party Payment Provider
If customer elects to use a third party payment system provider ("Third Party Provider") and Retsel is charged fees by the Third Party Provider, Retsel reserves the right to seek reimbursement from customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
17. Intellectual Property
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by Retsel, or any trademarks or service marks owned by suppliers to Retsel. All materials contained on the www.retsel.com website are subject to the ownership rights of Retsel and its suppliers. Customer shall have no right to copy or use any of the intellectual property of Retsel or its suppliers without Retsel’s written permission.
18. Retsel’s Performance of Services
In conjunction with customer's purchase of product, Retsel may perform certain services for customer on customer premises such as delivering, ordering, performing inventory management, or putting-away product (collectively, the "Services"). Customer will hold harmless and indemnify Retsel, its officers, directors, employees, agents, subcontractors or representatives from and against any and all claims, including bodily injury, death, or damage to personal property, and all other losses, liabilities, obligations, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent, incurred by Retsel related to the performance of Services for customer (including without limitation, settlement costs, attorneys' fees, and any and all other expenses for defending any actions or threatened actions) arising out of, in whole or in part, any act or omission of customer, its employees, agents, subcontractors or representatives.
19. Independent Contractors
Retsel and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer will not have the right to bind or otherwise obligate Retsel in any manner, nor will customer represent to anyone that it has the right to do so.
20. Code of Conduct
Customer acknowledges that Retselâ€s's Business Conduct Guidelines are available by logging on to www.retsel.com, clicking on the "Investor Relations" link at the bottom of the page, and accessing Corporate Governance. Customer agrees to refrain from taking any action that may cause a Retsel employee to violate the Business Conduct Guidelines. Customers should report any alleged violations by calling Retsel Corporation atÂ 208-254-3737 or e-mailing to firstname.lastname@example.org, attention Code Of Conduct.
21. Sourced Product
Retsel may procure product not available through the Retsel catalog or available on www.retsel..com for a customer from other sources ("Sourced Product(s)"). Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by Retsel and charged to customer. Any charges for Other Freight Services are paid by customer. A returned goods authorization must be issued by Retsel prior to returning any Sourced Product. A restocking fee may apply for any returned Sourced Product. RETSELâ€S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER'S SOLE REMEDY.
22. CUSTOM AND SPECIAL ORDER PRODUCTS
Customer may order custom products ("Custom Product(s)") created to customer's specifications. Retsel is not responsible for verifying or confirming the accuracy of specifications provided by customer to Retsel for Custom Products. RETSEL'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER'S SOLE REMEDY. All Custom Products are sold on a "FINAL SALE" basis only, and no cancellations, returns, refunds or credits are allowed. All International orders are non cancelable and non returnable.
All product order cancellations must be approved by Retsel, and may be subject to restocking fees and other charges. All International orders are non cancelable and non returnable.
24. PRODUCT RETURNS OR REFUNDS
Product returns must be made within thirty (30) days from date of receipt of merchandise, unless otherwise indicated. Customer should call Retsel at 208-254-3737, or go to www.retsel.com, for instructions. Returned product must be in original packaging, unused, undamaged, and in salable condition. Proof of purchase is required in all cases. A restocking fee may be charged for any items. No refunds will be issued for any items purchased during any closeout sales, holiday special sales, or any item purchased at any discount, unless otherwise posted. All International orders are non cancelable and non returnable.
25. Materials of Trade
Customer represents that if it is purchasing products as its "materials of trade," as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the products shall be used in direct support of its business, such business does not concern transportation, and such products shall not be resold or transported in a vehicle other than one owned by itself.
26. Force Majeure
Retsel shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control ofÂ Retsel in the conduct of its business.
Customer shall not assign any order, or any interest therein, without the prior written consent of Retsel. Any actual or attempted assignment without Retsel's prior written consent shall entitle Retsel to cancel such order upon notice to customer.
28. No Third Party Benefit
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
29. Waiver, Choice of Law and Venue
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Idaho, excluding its conflict of law rules, and venue shall either be in the state courts in Bannock County, Idaho or the federal courts for the State of Idaho.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
31. Modification of Terms
Retsel's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from customer's receipt of Retselâ€s acknowledgment, or from customer's acceptance of all or any part of the products ordered. No additions or modifications of Graingeâ€s terms and conditions by customer shall be binding upon Retsel, unless agreed to in writing by an authorized representative of Retsel. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Retsel's acknowledgment, Retsel's fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by Retsel of any of the terms and conditions contained herein or in Retsel's acknowledgment.
32. Complete Agreement
The terms and conditions in: (i) Retselâ€s forms; (ii) acknowledgments, (iii) quotations; (iv) invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and Retsel.
II. Additional Terms and Conditions Related to Export of Retsel Products
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF RETSEL PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF RETSEL PRODUCTS ("ADDITIONAL TERMS"). IN THE EVENT OF A CONFLICT BETWEEN RETSEL'S STANDARD TERMS AND CONDITIONS AND THE ADDITIONAL TERMS, THE ADDITIONAL TERMS SHALL PREVAIL FOR EXPORT SALES OF RETSEL PRODUCTS.
1. Order Acceptance
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by Retsel, or any of its U.S. affiliates and divisions, at a continental U.S. facility or at any of its websites. Customer further consents that submission of its order shall subject customer to the jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.
2. Sales Tax and Duties, Import Fees
Retsel is required to charge federal, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption certificate. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, customer shall indicate which products are tax exempt.
3. Payment and Credit Terms
Payment terms are net forty-five (45) days from the date of shipment. All other payment terms are as set forth in paragraph I.A.4 of the STANDARD TERMS AND CONDITIONS. Customer agrees to inform Retsel immediately if it intends to use any import or export financing, or has or will be granting a lien or security interest on its inventory to any third party.
4. Shipping Charges and Freight Policy
Unless otherwise stated, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000), Retsel warehouse. Freight is prepaid to U.S. airport or port of exit for single shipment orders of U.S. $3000.00 or more of product (before tax and freight) using routing of Retsel's choice. Other shipments are freight collect from any RetselÂ facility. Customer shall be responsible for obtaining insurance. At Retselâ€s option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as customer's exclusive remedy. Title and risk of loss for products shall pass when made available to customer on delivery to carrier in the U.S.; provided that if pent has not been made at the time of shipment, Retsel shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, customer's only recourse is to file a claim with the applicable airline, carrier, vessel and/or insurance company; provided, however, that ifÂ Retsel has not received payment in full at the time the product is damaged in transit, customer shall be lia