TERMS AND CONDITIONS   

ACCEPTANCE: The terms and conditions of sale set forth herein apply to any order accepted or acknowledged by RUWAC, Inc. Buyer’s acceptance of RUWAC’S proposal or delivery of all or any part of the goods covered hereunder constitutes acceptance of the terms and conditions of sale contained herein, and RUWAC hereby rejects any additions to or modification to these terms and conditions. Any representations, promises, warranties, or statements by RUWAC or its agents that differ in anyway from these terms and conditions shall be given no force or effect. No contract is final until accepted in writing by RUWAC at its corporate office in Holyoke, Massachusetts.

PRICES: Prices quoted orally expire the same day they are made unless accepted in writing on that day or confirmed by written communication by RUWAC. Written price quotations are guaranteed for five (5) days after the date issued, but may be terminated by written notice within that period. After five (5) days, any written price quotations are subject to adjustment to reflect prices in effect at the time of shipment, including any changes in packing, storage, or shipping charges. This order or proposal includes only the equipment specified herein, and does not include freight or installation of RUWAC equipment. All prices are Collect F.O.B. RUWAC’S plant in Holyoke, Massachusetts and are exclusive of all taxes, levies, and duties that may be assessed in connection with the sale or delivery of goods, and Buyer shall be responsible for all such taxes, levies, and duties. In the event RUWAC pays any such tax, levy, or duty, Buyer shall promptly reimburse RUWAC therefor. Any packaging requirements other than RUWAC’S standard packaging and commercial container will be invoiced as an extra charge.

PAYMENT: For orders shipping to the USA and for customers with approved credit in good standings, payment is due in full thirty (30) days after the date of invoice. On orders that exceed $10,000, RUWAC requires a 50% deposit. Special terms are available for an additional fee. International orders require 100% prepayment via wire transfer.  All invoices paid after the due date will be assessed a late payment charge of one and half percent (1.5%) per month or any portion thereof, or the maximum amount allowed by applicable law, whichever is less. Buyer shall be responsible for all costs of collection, including reasonable legal fees. Sales on the foregoing terms are subject to the approval of RUWAC’S credit department and may be changed at any time at RUWAC’S sole discretion. If RUWAC has reasonable grounds with respect to Buyer’s ability or willingness to make timely payments for the goods. RUWAC may at any time suspend performance, decline to ship, or require advance payment in cash or other adequate assurance satisfactory to RUWAC. Buyer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable.

SHIPMENTS AND DELIVERY: RUWAC shall use its reasonable efforts to meet all shipment or delivery dates recited in RUWAC’S proposal or in Buyer’s order but any such dates are estimated only and are not guaranteed. RUWAC shall have no liability to Buyer for damages or penalties, direct or indirect, for any delay in shipment or delivery, whether such delay is minor or substantial, nor shall Buyer have the right to declare a breach of contract because of any such delay. In any event, delivery schedules are based upon the effective date of the order and are subject to prompt receipt by RUWAC of all necessary down payments, information and instructions from Buyer, including any required approval of drawings. RUWAC shall have the right to make partial shipments, and invoiced covering the same shall be payment terms hereof. RUWAC will attempt to ship in accordance with Buyer’s instructions, but RUWAC will make the final selection of a method of shipment and a carrier unless Buyer clearly and conspicuously specifies that shipment must be by a particular method of carrier. RUWAC is not responsible for damage or loss in transit, and all such claims must be by Buyer directly against the carrier.

CHANGE ORDERS: RUWAC shall not be obligated to make any changes in or additions to the scope of the work which are initiated by Buyer or result from circumstances beyond RUWAC’S control unless there is an equitable adjustment in price and or delivery.

RETURNS: All RUWAC product returns require written approval by RUWAC.  RUWAC will not accept any returns without a Return Authorization issued by RUWAC to buyer. Product returns may be denied or made subject to a (25%) restocking fee and other charges by RUWAC.

CANCELLATION, SUSPENSION OR DELAY: In the event Buyer requests or causes a cancellation, suspension or delay in any of RUWAC’S work under this proposal or order based thereon, Buyer shall indemnify and pay to RUWAC all appropriate charges, including but not limited to any costs, expenses, and commitments incurred by RUWAC up to the date of receipt of notice of such cancellation, suspension or delay, plus RUWAC’S overhead and reasonable profit. If shipment is delayed on account of Buyer, the purchase price shall be due and payable as if delivery had been made. Additionally, all charges related to storage, disposition and/or resumption of work, at RUWAC’S plant or elsewhere, shall be for Buyer’s sole account and Buyer thereto shall assume all risks incidental.

CLAIMS: NOTICE OF DEFECTS: Buyer shall give written notice of rejection of any shipment or portion thereof within thirty (30) days after the date of shipment specifying the reasons therefor. Failure to give such notice shall be deemed a waiver of any right of rejection and any claim with respect thereto (except as to claims under the warranty) and shall be deemed an acceptance of such shipment. Buyer shall set aside and hold rejected goods without further processing until RUWAC has an opportunity to inspect and advise of the disposition, if any, to be made of such goods. In no event shall any rejected goods be returned reworked, or scrapped by Buyer without the express written authorization of RUWAC.

INSPECTION OF EQUIPMENT: RUWAC shall have the right to inspect, after prior notices, the equipment supplied by it when in operation. If Buyer requires, RUWAC shall execute an appropriate secrecy agreement.

CONFIDENTIALITY: All proposals, drawings, diagrams, specification, pricing, and other materials relating to the goods included are the property and confidential information of RUWAC. Buyer shall not disclose such material or information without the written approval of RUWAC.

BACK CHARGE: RUWAC will pay claims for expenses of Buyer relating to labor and/or material supplied by Buyer only if (a) RUWAC is advise in writing before such expenses are incurred (2) RUWAC gives Buyer its prior written consent to the supply of such labor and/or material by buyer.

LIMITED WARRANTY: RUWAC warrants that new equipment which are complete units and are sold and/or manufactured by RUWAC, Inc. will be free from defects in material and workmanship for a period of 18 months from date of shipment or 12 months from date of start-up, whichever comes first. RUWAC warrants that replacement parts sold hereunder will be free from defects in material and workmanship for a period of 120-days after the date of shipment. RUWAC machines that have been completely re-built at the factory will carry a 180-day warranty from date of shipment. All field repairs by authorized RUWAC service personnel are covered by a 120-day parts only warranty. RUWAC, Inc. will not assume any responsibility under the terms of this limited warranty on equipment, which have not been paid for in full. This warranty does not apply to any equipment that has been disassembled, repaired, or otherwise altered by any person without the written authorization of RUWAC’S service department, nor does it apply to any product that has been subject to failure due to corrosive or abrasive attack, misused, damaged, or improperly installed, nor does it apply to motors, controls, and components not manufactured by RUWAC, Inc.

Motors, controls, and other Sub vendor’s components therefor are warranted only to the extent of the manufacturer’s warranty. All warranty work on such products must be authorized by RUWAC, Inc. and must be performed in an authorized shop as designated by the manufacturer. RUWAC sole liability and buyer’s sole and exclusive remedy hereunder is the replacement or repair at RUWAC’S option of products not complying with this warranty. Such repair or replacement shall be F.O.B. RUWAC’S factory, and RUWAC reserves the right to invoice all expenses incurred when repairs are made in the field at the request of the customer, except as specifically set forth herein, RUWAC makes no warranty express or implied, with respect to the products and/or service supplied hereunder, this warranty is in lieu of and excludes all other warranties, including without limitation, any warranty of merchantability, fitness for a particular purpose, or conformance to purchaser’s specifications.

LIMITATION OF LIABILITY: RUWAC’S responsibility with respect to the goods and RUWAC’S obligations related thereto should in no event exceed the purchase price of the goods. RUWAC shall not be liable to Buyer for any special incidental, indirect, or punitive damages for any reason whatsoever, including, but without limitation damages in the form of (a) loss of profits, revenues, or anticipated savings resulting from the failure of the equipment to meet specifications or warranties (b) damages suffered by Buyer as a result of loss of production facilities or equipment (c) cost of replacement equipment (d) damages suffered by customers of the the Buyer (e) any fines or penalties assessed for failure to comply with any law or government regulations.

REPAIR OF GOODS EXPOSED TO HAZARDOUS, TOXIC, OR INFECTIOUS MATERIAL: Buyer shall ensure that any goods submitted by Buyer or any of its customers to RUWAC for repairs or other service have been decontaminated and cleaned (including sterilization, if appropriate) of any hazardous, toxic or infectious materials, including without limitation any materials listed by the Environmental Protection Agency, OSHA, or any applicable state law as deserving or requiring special treatment. Upon RUWAC’S request, Buyer or its customer shall certify in writing that such goods contain no such hazardous, toxic, or infectious materials, and that such decontamination has taken place in accordance with accepted parties and in accordance with all applicable laws and regulations. If special safety equipment is required to protect RUWAC’S service personnel from any such hazardous, toxic, or infectious materials during field service work or otherwise. Buyer shall ensure that such safety equipment is provided and that the personnel are properly instructed. The provision of this paragraph shall apply to all work to be performed by RUWAC’S service personnel at any time, whether or not covered by warranty. Buyer shall defend and indemnify RUWAC for any and all losses, liabilities, expenses, and damages (including attorneys’ fees) arising out of any failure of buyer or its customer to comply fully with the terms of this paragraph.

BUYER SUPPLIED DATA: Buyer acknowledges that RUWAC has relied upon all specifications and other data supplied by Buyer to RUWAC in the selection and design of the equipment and the preparation of this proposal. In the event the site operating conditions differ from those represented by Buyer and relied upon by RUWAC, any warranties or performance guarantees contained herein affected by such conditions shall be null and void, unless otherwise mutually agreed upon in writing.

REMEDIES OF SELLER: In addition to any other remedies of RUWAC provided hereby or by law, in the event Buyer becomes bankrupt, insolvent, assigns assets for the benefit of creditors or its financial condition has substantially deteriorated, RUWAC may, at its sole option, declare a breach of contract, stop all work hereunder or demand payments in advance as security for its performance hereunder.

ACTIONS: GOVERNING LAW: Any dispute, controversy, or claim against RUWAC with respect to the goods or any of RUWAC’S obligations related thereto must be commenced within one year from the date of shipment. All contract between Buyer and RUWAC shall be governed by and construed in accordance with the laws of the state of Massachusetts except that body of laws controlling conflict of laws.

BONDS: In addition to the price specified herein, Buyer shall pay the cost of any bonds, which Buyer requires RUWAC to obtain.

ENTIRE AGREEMENT: These terms and conditions, together with the provisions of the proposal constitute the entire agreement between the parties pertaining to the goods, and they supersede any prior or contemporaneous agreements, representations, or understandings between the parties. No waiver or modification of these terms and conditions is binding unless such waiver or modification is set out in writing signed by an authorized manager or officer of RUWAC. RUWAC’S failure to strictly enforce any right on one occasion does not constitute a waiver of that or any on any other occasion.


Contacting Us

If there are any questions regarding our terms and conditions, you may contact us using the information below.

Ruwac USA

54 Winter St, Holyoke MA, 01085 USA

+1(413)532-4030