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Terms of Sale

Last Updated June 4, 2025

 

These terms govern the purchase of equipment and web-based services (collectively, the “Offerings”) through the website portal.raymondcorp.com (the “Store”) operated by The Raymond Corporation (“we”, “us” or “our”).

When you submit an order on the Store, you are offering to enter into a legally binding agreement that becomes effective only upon our acceptance of your order. If you are submitting an order on behalf of a business entity and we accept that order, these terms constitute an agreement between us and that business entity. If you are submitting an order for individual use and we accept that order, these terms constitute an agreement between us and you.

  1. PURCHASING AUTHORITY:
    1. Business Entity Orders. If you are placing an order on behalf of a business entity, you represent that (i) you are an employee of agent of the business entity identified in the order; and (ii) you have the authority to bind that entity to these terms. When you purchase on behalf of a business entity, that entity is the “Buyer” under these terms. The business entity is responsible for compliance with all terms.

    2. Individual Orders. If you are purchasing for your own individual use and not on behalf of a business entity, you are the “Buyer” under these terms and are responsible for compliance with all terms.
  2. ORDERS AND PAYMENT:
    1. Order Process and Acceptance. Submitting an order constitutes an offer to purchase Offerings. All orders are subject to acceptance by us. No order is binding on us until accepted. We may decline any order for any reason in our sole discretion. We will notify Buyer of acceptance by sending an order confirmation or by commencing performance.
    2. Pricing. All prices are in U.S. Dollars unless otherwise specified. Prices are subject to change without notice prior to acceptance. Prices do not include taxes, shipping or handling charges, which will be added to the order total. Buyer shall pay any applicable sales, use, value-added or similar taxes related to its purchase.
    3. Payment. For each accepted order, Buyer shall pay for Offerings at the time of order submission via credit card. For business orders, by providing credit card information, you represent that you are authorized to use the card on behalf of the business entity, and if we accept the order, that business entity authorizes us to charge the card for the order total. For individual orders, by providing credit card information, you represent that you are authorized to use the card and, if we accept the order, authorize us to charge the card for the order total. We will not charge any credit card until we accept an order. All sales are final and non-refundable unless otherwise provided in these terms.
    4. International Orders. Orders made for delivery outside the United States will be rejected.
  3. EQUIPMENT:
    1. Shipment, Delivery and Title. We will ship the ordered equipment to the address specified on Buyer’s order. Method and route of shipment are our discretion. Delivery dates are estimates only and not guaranteed. Delivery of equipment may be made in installments. Title to and risk of loss in equipment will pass to Buyer upon delivery. Notwithstanding the preceding sentence, we will be entitled to maintain an action against Buyer for any unpaid amount without prejudice to any other right or remedy available to us either in law or under these terms.
    2. Inspection. Buyer may inspect equipment within five days of its receipt (the “Inspection Period”). If Buyer reasonably determines that any equipment is out of compliance with the equipment specifications, Buyer shall notify us in writing, specifying the details of noncompliance, and shall furnish any evidence we reasonably request. Buyer will be deemed to have accepted the equipment unless Buyer notifies us in writing of any nonconforming equipment during the Inspection Period. If Buyer timely notifies us, we will either (i) correct or replace, at our expense, the nonconforming equipment; or (ii) refund or credit the portion paid and associated with the nonconforming equipment. The remedies set forth in this section 3.2 are Buyer’s exclusive remedies for the delivery of nonconforming equipment. Notwithstanding the preceding sentence, Buyer’s acceptance of equipment under this section does not waive Buyer’s warranty rights.
    3. Equipment Warranties. Any warranty for equipment is provided exclusively by the original equipment manufacturer according to the warranty certificate that accompanies the equipment. Except to the extent we are the original equipment manufacturer, we make no warranties of our own with respect to equipment. We pass through to Buyer any manufacturer warranties to the extent permitted by the original equipment manufacturer. Buyer shall make all warranty claims directly to the original equipment manufacturer in accordance with the procedures specified in the warranty certificate. THE WARRANTY CERTIFICATE PROVIDED WITH THE EQUIPMENT CONSTITUTES THE EXCLUSIVE WARRANTY FOR THE EQUIPMENT AND SUPERSEDES ALL OTHER WARRANTIES.
    4. Returns. Notwithstanding section 2.3, Buyer may request to return purchased equipment by contacting us at [email protected] within 30 days of the original purchase date so long as the returned equipment is in new and unused condition. We may, in our sole discretion, accept or reject Buyer’s return request. Buyer acknowledges that we have no obligation to accept any returns made without our prior approval. If Buyer’s return request is approved, Buyer shall ship the equipment to a destination of our choosing at Buyer’s expense and risk of loss and subject to a restocking fee. Title to each unit of returned equipment will transfer to us upon our receipt of the equipment. Subject to the following sentence, we will issue Buyer a refund, less any restocking or shipping fees, within 45 days of our receipt of the returned equipment. If any returned product is not in new and unused condition, we will have no obligation to refund any monies to Buyer.
  4. WEB-BASED SERVICES:
    1. Terms of Use. Buyer’s right to access and use the web-based services is governed exclusively by the terms of use that Buyer must accept when setting up an account (the “Web-Based Terms”). These terms govern only the purchase transaction for web-based services, not Buyer’s use of those services. The Web-Based Terms govern all aspects of Buyer’s access to and use of the web-based services. In the event of any conflict between these terms and the Web-Based Terms, the Web-Based Terms will govern.
    2. Web-Based Services Warranty. Warranties, if any, for web-based services are set forth exclusively in the Web-Based Terms. These terms provide no warranties with respect to web-based services.
    3. Subscription Term and Account Setup. Web-based services are provided for a fixed-term, as that term is identified in the Offering description. All subscriptions fees, once paid, are non-refundable. Subscriptions do not automatically renew. To access web-based services, Buyer must set up an account using the access key we will send to Buyer by email after we accept Buyer’s order. The subscription term begins when we send the access key to Buyer, regardless of when Buyer sets up the account.
  5. INTELLECTUAL PROPERTY: We and our licensors retain all intellectual property rights in and to the Offerings, including any modifications, updates or improvements thereto. The granting of access to any web-based service by us should not be construed as granting or conferring any rights by license.
  6. INDEMNIFICATION:
    1. SC Indemnification. We will defend, indemnify, and hold harmless Buyer and its officers, directors, employees and agents against all losses, damages, penalties, judgments, liabilities, settlements and expenses, including reasonable attorney fees and other expenses of litigation, settlement or defense (collectively, “Indemnifiable Losses”) arising out of or resulting from any claim, suit, proceeding or cause of action brought by a third party (each, a “Claim”) in connection with an allegation that Buyer’s use of Offering manufactured by us infringes or misappropriates the intellectual property rights of any third party. Notwithstanding the foregoing, we will have no defense or indemnity obligation for Claims arising from (i) Buyer’s use of the Offering not in compliance with these terms, the Offering documentation or our reasonable instructions; (ii) modification to any portion of the Offering not approved in writing or performed by us or our representatives (iii) any use of the Offering in combination with other products, equipment, software or data not supplied by us; or (iv) Buyer’s failure to implement an update or enhancement provided by us. If any Offering becomes, or is likely to become, the subject of a Claim, then, in addition to defending the Claim and paying any damages as required in this section, we may replace or modify the Offering, providing not less than the functionalities specified in these terms, to make them non-infringing or misappropriating; or procure for Buyer the right to continue using the Offering. If we determine that neither of the foregoing is feasible or otherwise reasonable, we will have the right to immediately terminate the applicable order and refund to Buyer the prorated portion of any amounts paid thereunder. The remedies set forth in this section will be Buyer’s sole remedy, and our sole liability, for any Claim.
    2. Buyer Indemnification. Buyer shall defend, indemnify and hold harmless us and our officers, directors, employees and agents of each against all Indemnifiable Losses arising out of or resulting from any Claim in connection with (i) Buyer’s or any of its contractor’s, subcontractor’s or agent’s use of the Offerings not in accordance with any provided Offering documentation, these terms or in any unlawful manner; (ii) the negligence or intentional misconduct of Buyer or its employees, agents, subcontractors or representatives; or (iii) any breach or alleged breach of these terms by Buyer.
    3. Procedure. A party (the “Indemnified Party”) seeking indemnification or defense shall give prompt notice to the other party (the “Indemnifying Party”) upon learning of any Claim. If the Indemnified Party does not promptly notify the Indemnifying Party of the Claim, the Indemnifying Party will be relieved of its indemnification and defense obligations with respect to the Claim to the extent the Indemnifying Party was prejudiced by that failure. The Indemnified Party shall allow the Indemnifying Party to control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the Indemnifying Party. After the Indemnifying Party assumes the defense of the indemnified Claim, the Indemnified Party will bear the expenses of any additional counsel retained by the Indemnified Party, and the Indemnifying Party will not be liable to such party under this agreement for any legal or other expenses subsequently incurred by such party. The Indemnifying Party shall use counsel reasonably experienced in the subject matter at issue and shall only settle a Claim without the written consent of the Indemnified Party if the settlement (i) does not entail any admission on the part of the Indemnified Party that it violated any law or infringed the rights of any person; (ii) has no effect on any other claim against the Indemnified Party; (iii) provides as the claimant’s sole relief monetary damages that are paid in full by the Indemnifying Party; and (iv) requires that the claimant releases the Indemnified Party from all liability alleged in the Claim.
  7. DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR TITLE, AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED.
  8. LIMITATION OF LIABILITY: WE WILL NOT BE LIABLE TO BUYER FOR INDIRECT, INCIDENTAL, BUSINESS INTERRUPTION OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF REVENUE (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, OR REPUTATION, WHETHER ARISING UNDER CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THESE EXCLUSIONS APPLY EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, AND EVEN IF ANY REMEDY FAILS OF ITS INITIAL PURPOSE. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF US, TOGETHER WITH OUR SUPPLIERS, LICENSORS AND AFFILIATES, ARISING OUT OF OR RELATED TO THESE TERMS, EXCEED THE TOTAL PAYMENTS RECEIVED BY US FROM BUYER UNDER THESE TERMS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY, WHETHER ARISING UNDER WARRANTY/GUARANTEE, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, DEFENSE OR ANY OTHER CAUSE OR COMBINATION OF CAUSES.
  9. Neither party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under these terms during any period in which that performance is delayed by any circumstances beyond the party’s reasonable control (a “Force Majeure Event”) provided that the delayed party provides the other party with prompt written notice of the Force Majeure Event.
  10. GOVERNING LAW AND JURISDICTION: The laws of the State of New York govern the validity, interpretation and performance of these terms as well as all adversarial proceedings arising out of these terms, without giving effect to any laws, rules or provisions that would cause application of the laws of any jurisdiction other than the State of New York. If either party brings against the other party any proceeding arising out of these terms, that party shall bring that proceeding only in a state court located in Chenango County, New York or a federal court located in the Northern District of New York. The application of the United Nations Conventions on Contracts for the International Sale of Goods is excluded
  11. ASSIGNMENT: Buyer may not assign any of Buyer’s rights or delegate any of Buyer’s obligations under these terms without our prior written consent. No assignment or delegation relieves Buyer of any of Buyer’s obligations under these terms.
  12. INDEPENDENT CONTRACTORS: The parties are independent contractors only and are not partners, master/servant, principal/agent or involved as parties to any other similar legal relationship with respect to the transactions contemplated under these terms, and no fiduciary, trust, or advisor relationship, nor any other relationship imposing vicarious liability exists or will exist between the parties under these terms or otherwise at law.
  13. SEVERABILITY: If a dispute between the parties arises out of these terms or the subject matter herein, the parties desire that the court interpret these terms as follows: (a) with respect to any provision that the court holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable or, if that modification is not permitted by law, by disregarding that provision; and (b) if an unenforceable provision is modified or disregarded in accordance with this section, by holding that the rest of these terms will remain in effect as written; and (c) if modifying or disregarding the unenforceable provision would result in a failure of an essential purpose of these terms, by holding the entirety of these terms unenforceable
  14. NOTICE:
    1. To Buyer. We may provide notice to Buyer under these terms by: (i) sending a message to the email address Buyer provided with its order; or (ii) posting to the Store. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is Buyer’s responsibility to keep Buyer’s email address current.
    2. To Us. To give us notice under these terms, Buyer must contact us as follows: (i) by email delivery to [email protected]; or (ii) by personal delivery, overnight courier or registered or certified mail to The Raymond Corporation, ATTN: Digital Services, 22 South Canal Street, Greene, NY 13778. We may update the facsimile number or address for notices to us by revising these terms. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
  15. AMENDMENTS: We may update these terms at any time. When changes are made, the “Last Updated” date above will be revised. Buyer’s submission of any order after revised terms are posted constitutes acceptance of those revised terms.
  16. ENTIRE AGREEMENT; WAIVERS: These terms contain the entire agreement between the parties and supersede all prior or contemporaneous agreements, whether oral or written, relating to the subject matter herein. There are no understandings, inducements, commitments, conditions, representations or warranties, whether direct, indirect, collateral, express or implied, oral or written, from either party to the other, other than as contained in these terms. No waiver or satisfaction of a condition or nonperformance of an obligation under these terms will be effective unless it is in writing and signed by the party granting the waiver.