These Terms of Sale (“Terms”) contain important information regarding the terms, conditions, limitations, and exclusions of the purchase and sale of products and services to you as the “Buyer” by the Raymond Corporation (“Seller”) through www.raymondcorp.com or www.portal.raymondcorp.com (“Site”). Please read these Terms carefully.
By placing an order for products or services through the Site, Buyer affirms that he/she is of legal age to accept and agree to this Terms, both on his or her own behalf as well as on behalf of any organization or company he or she represents. By completing the order for products or services, Buyer is accepting and agrees to be bound by these Terms. IF BUYER DOES NOT AGREE TO THESE TERMS, DO NOT PLACE AN ORDER THROUGH THE SITE.
ACCEPTANCE: Buyer agrees to the terms, conditions and instructions as found on the face hereof. These terms and conditions constitute an offer by Seller which may only be accepted on the exact terms set forth herein. Any inconsistent or additional terms in Buyer’s purchase order or acknowledgement form are hereby expressly objected to, and in such event Buyer’s purchase order or acknowledgement shall be deemed a rejection of this offer, and the terms expressed herein shall be restated as a counteroffer. Buyer’s acceptance of any part of the items sold or installed hereunder shall be deemed an acceptance of all of the terms, conditions, and instructions set forth herein.
TERMS OF PAYMENT: The purchase price of each item is due upon order when submitted online.
CANCELLATION CHARGES: If for any reason it becomes necessary to cancel an order, Buyer may be liable for the charges, unless waived in writing by Seller. All cancellations are additionally subject to per unit cancellation fees charged by the manufacturer and Seller to cover administrative fees and other miscellaneous expenses. Note, certain purchases follow the existing cancellation process enforced by the local Sales & Service Center and in some cases cannot be cancelled.
DELAY: Deliveries shall be subject to, and contingent upon, strikes, labor difficulties, riot, civil unrest, war, fire, delay or defaults of common carriers, failure or curtailment in Seller’s usual sources of supply, government decrees or orders, or, without limiting the foregoing, any other delays beyond Seller’s control, and Seller shall not be liable for any loss or damage arising therefrom. Seller shall have the additional right, in the event of the occurrences of any of the above contingencies, at Seller’s option, to cancel this contract or any part thereof without any liability.
NO LICENSES: These Terms do not grant and are not intended to grant any license to any software or any intellectual property rights in any items purchased or shipped pursuant to these Terms. Certain items may have embedded software or other features or functionality, which are subject to additional terms and conditions.
TITLE AND SHIPMENT: Unless otherwise agreed to in writing all prices for items shipped to Buyer are FOB factory, whether such items are shipped from Seller’s or Sales and Service Center’s facilities or directly from the manufacturer. Method and route of shipment are at Seller’s or the manufacturer’s discretion. Buyer shall be solely responsible for all costs and expenses of shipment. Risk of loss and title of all items shipped shall pass to Buyer upon delivery to the carrier. Risk of loss and the title of all items to be installed by Seller shall pass to Buyer upon completion of installation.
TAXES: The prices covered by Seller’s quotations does include sales, use or any other U.S. Federal, State, Local or Foreign taxes. Any and all present and future taxes or other government charges upon the sale or installation of equipment covered hereby, whether levied or assessed upon Buyer or Seller, including but not limited to sales, shall be paid by Buyer and Buyer shall reimburse Seller for any such taxes or charges paid by Seller.
NONCONFORMITY: Buyer shall immediately inspect all items shipped hereunder upon receipt of shipment or completion of installation, and in the event of any claim of nonconformity, shall provide Seller with immediate written notification, stating full particulars in support thereof.
WARRANTIES: Warranties for the items sold hereunder are limited to: (A) Those (if any) provided in writing for the benefit of Buyer by Seller’s supplier or the original manufacturer thereof, and (B) those (if any) provided by Seller for Buyer’s benefit in a separate written document prepared or signed by Seller. Other than as provided above, there are no warranties which extend beyond the description on the face of this Agreement. THE EXPRESS WARRANTIES SPECIFIED IN THIS PARAGRAPH ARE GIVEN IN LIEU OF ANY AND ALL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, ALL OF WHICH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED.
LIMITATION OF LIABILITY: In no event shall Seller be liable for any consequential, incidental or special damages, or for any loss, injury or damage resulting in whole or in part from any act of God or any public or quasi-public authority, fire, theft, accident, or any other cause or causes beyond the control of Seller.
SELLER’S SECURITY INTEREST: Buyer hereby grants Seller a security interest in the items purchased hereunder, as security for the full payment of the purchase price. If Seller so requests, Buyer will execute any financing statement or other document and pay all related costs necessary to protect Seller’s security interest against the rights or interests of third parties. Buyer agrees that until the full purchase price is paid, the items: (a) will not be misused, abused, wasted or allowed to deteriorate; (b) will be insured against all risks to which they are exposed, including, but not limited to fire and theft; and (c) will not be sold, transferred or disposed of or be subjected to the claims of any third person, either voluntarily or involuntarily. In the event Buyer fails to comply with the terms hereof or to timely pay for the items sold hereunder as agreed, Seller shall have the right, in addition to all other rights granted by law or contained herein, to: (a) enter upon Buyer’s premises to take possession of the items, or (b) require Buyer to make the items available to Seller for repossession at a place designated by Seller.
GOVERNING LAW AND JURISDICTION. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.
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. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of Buyer’s obligations under these Terms.
NO WAIVERS. The failure by Seller to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Raymond Corporation.
NO THIRD-PARTY BENEFICIARIES. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than Buyer and Seller.
To You. We may provide any notice to Buyer under these Terms by: (i) sending a message to the email address Buyer provide or (ii) posting to the Site. 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.
To Us. To give Seller notice under these Terms, Buyer must contact Seller as follows: (i) by facsimile transmission to 1-607-656-9005; or (ii) by personal delivery, overnight courier or registered or certified mail to Raymond Corporation, 22 South Canal Street, Greene, NY 13778. We may update the facsimile number or address for notices to Seller by posting a notice on the Site. 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.
SEVERABILITY. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.