Ralston Instruments Terms and Conditions

Payment Terms

All prices are in US Dollars (USD). All prices stated are FOB the Company's factory in Newbury Ohio, USA. Prices do not include transportation costs which shall be borne by Distributor. Terms are net cash (Prepay) prior to delivery, except where satisfactory credit is established in which case terms are net thirty (30) days from date of invoice. The Company reserves the right to revoke any credit extended at the Company's sole discretion. Customer agrees to pay such invoices when due regardless of other scheduled deliveries. Invoices not paid within forty-five (45) days of the invoice date will cause the Customer to be placed in "On-Hold" status where no orders will be shipped. A late fee may be assessed for accounts that are overdue. If payment is initiated via Wire (T/T) then all transaction fees must be paid by the Originator and bank payment form must be provided at the time of payment. Invoices paid by credit card will be charged a 3% convenience fee.

Purchase orders

Purchase orders must contain the following information:

  • Customer Name
  • Customer Purchase Order Number
  • Incoterms statement of liability - ExWorks or FOB Origin
  • Customer Shipping and Billing information
  • Shipping Carrier and Method
  • Shipping Responsibility (ie Prepay and add or freight collect)
  • Ralston part numbers and quantities
  • Any additional shipping instructions

Shipment

All shipments of Equipment shall be made Free on Board (FOB) Company's plant in Newbury Ohio, USA (Postal Code 44065) and liability for loss or damage in transit, or thereafter, shall pass to Distributor upon Company's delivery of Equipment to a common carrier for shipment. Shipping dates are approximate and are based, to a great extent, on prompt receipt by Company of all necessary ordering information from Distributor. Distributor shall bear all costs of transportation and insurance and will promptly reimburse Company if Company prepays or otherwise pays for such expenses. Shipments are not insured unless explicitly specified by the Customer.

Cancellation

Orders for custom items such as non-stocked hoses, Oxygen cleaned items or items with custom seals cannot be canceled if products are already in production or complete. For stock items customer may, prior to the scheduled date of shipment, cancel any or all Equipment on order pending approval of Ralston Instruments sales department.

Returns

Custom items such as non-stock hoses, adapters with custom material o-rings or kits with custom hoses or other items are not returnable for any reason. No products will be accepted for return without prior RMA Number obtained from Ralston Instruments. Seller reserves the right, at its sole discretion, to refuse the return of any item for credit. Custom orders and items not in the current catalog may not be returned for credit. RMA requests must include the purchase order or invoice number originally purchased on and reason for return. If this is not provided then we will use the price at the last time these items were purchased. If approval is granted customer may return parts in saleable condition in the original packaging up to 90 days from the date of purchase without a restocking fee if the return is offset by a purchase order of equivalent value. Customer may return parts within 12 months and agree to pay a fifteen percent (15%) restocking charge on standard items of current design, provided such returned items are in the original package when received. Obsolete items returned up to 12 months after purchase may be returned with a 35% restocking charge assessed. Beyond 12 months no returns for credit will be accepted. If the goods are not in saleable condition then they will not be accepted except for warranty repair purposes. Authorized returns must be shipped prepaid to Seller’s address provided upon receipt of authorization, and must be insured at the expense of Customer. Seller disclaims all responsibility for products damaged or lost in-transit during the course of any return.

Demonstration Items

Distributors shall be entitled to demonstration items at the discretion of Ralston Instruments sales department. Demonstration units can be provided at a 50% discount from the MSRP (List price). Demonstration credit shall be calculated based on 2% of Distributor's previous year's gross sales. Any demonstration units requested exceeding 2% of previous year's sales shall be purchased with standard discounts. Exceptions may be made for specific promotions but shall be at the discretion of Ralston Instruments sales department.

Equipment Warranty

Company warrants all Equipment to be free from defects in material or workmanship under normal use and service for a period of twelve (12) months from the date of delivery. All repair covered by this warranty must be done at Company's factory, or other such warranty repair facilities of Company as designated by Company unless Company specifically directs that this service be performed at another location. Any defect corrected within twelve months and found to be within this scope of the warranty will be repaired by Company and all charges for labor and material, will be borne by Company. If it is determined that either no fault exists in Company, or the damage to be repaired was caused by negligence of Distributor, its agents, employees or customers, Distributor agrees to pay all charges associated with each such repair. THIS CONSTITUTES THE SOLE WARRANTY MADE BY COMPANY EITHER EXPRESSED OR IMPLIED. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED WHICH EXTEND BEYOND THE FACE HEREOF, HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES AND DISTRIBUTOR'S REMEDIES SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF NONCONFORMING UNITS OR PARTS.

Misuse of Equipment

Any tampering, misuse or negligence in handling or use of Equipment renders the warranty void. Further, the warranty is void if, at any time, Distributor attempts to make any internal changes to any of the components of the Equipment; if at any time the pressure supplied to any part of the Equipment exceeds the rated working pressure; if any external device attached by Distributor creates conditions exceeding the rated working pressure of the Equipment; or if any time the serial number plate is removed or defaced. OPERATION OF THE EQUIPMENT THAT RENDERS THIS WARRANTY VOID WILL BE DEFINED TO INCLUDE ALL OF THE POSSIBILITIES DESCRIBED IN THIS PARAGRAPH, TOGETHER WITH ANY PRACTICE WHICH RESULTS IN CONDITIONS EXCEEDING THE DESIGN TOLERANCE OF THE EQUIPMENT.

Indemnity

CUSTOMER HEREBY AGREES TO DEFEND, INDEMNIFY, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, FINES, PENALTIES, EXPENSES, CONSEQUENTIAL DAMAGES AND LOSSES ON ACCOUNT OF PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE WHETHER BASED UPON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION OF WARRANTY ARISING OUT OF, INCIDENT TO, IN CONNECTION WITH, OR DIRECTLY OR INDIRECTLY RESULTING FROM THE DESIGN, MANUFACTURE, SALE, DELIVERY, REPAIR, OR USE OF THE PRODUCTS OR SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH INJURIES, DEATH, OR PROPERTY DAMAGE IS CAUSED BY SELLER’S SOLE OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, FAULT, OR OTHER BASIS OF LIABILITY.

Sales literature, Photos, Illustrations and Descriptions

Seller has made a diligent effort to accurately illustrate and describe the products on the Website and in its catalogs and other sales materials. However, the illustrations and descriptions are for the sole purpose of identification and do not express or imply any additional warranty or that the products will conform to the exact illustrations or descriptions represented. Seller shall not be responsible for the content of sales brochures and other literature of other manufacturers.

Intellectual Property

Customer agrees not to use the trademarks, trade names, designs or other patented or registered intellectual property of Seller without the written consent of Seller. Seller shall have no liability for claims of infringement based on information provided by Customer, or directed to items delivered hereunder for which the designs are specified in whole or part by Customer, or infringements resulting from the modification, combination or use in a system of any item sold hereunder. If a claim is based on information provided by Customer or if the design for an item delivered hereunder is specified in whole or in part by Customer, Customer shall defend, indemnify and hold harmless Seller from and against all costs, expenses and judgments resulting from any claim that such item infringes any patent, trademark, copyright, trade dress, trade secrets or any similar right.

Jurisdiction, Choice of Law and Waiver of Jury Trial

All terms and conditions hereof shall be construed and enforced in accordance with the laws of the State of Ohio. The exclusive venue and jurisdiction for any dispute arising between Seller and Customer shall be in Geauga County, Ohio. Customer irrevocably consents to the jurisdiction of the courts of the State of Ohio for any dispute that may arise between the parties. CUSTOMER HEREBY KNOWINGLY AND INTENTIONALLY WAIVES THE RIGHT TO A JURY TRIAL ON ANY ISSUE OR DISPUTE THAT MAY ARISE BETWEEN THE PARTIES. No actions arising out of the sale of the items sold hereunder or this Agreement may be brought by either party more than two (2) years after the cause of action accrues.