Terms & Conditions

1.1 General

1.1.1 These terms and conditions constitute the full and final expression of the contract for the procurement of products and services by RCD LLC dba DT Engineering (hereinafter “Buyer”) from the Seller. These terms and conditions are an integral part of the agreement between Buyer and Seller, and shall supersede and replace all prior quotations, purchase orders, correspondence or communications, whether written or oral, between the Seller and the Buyer. 

1.1.2 The contract for purchase of the products and services is expressly limited to the terms and conditions of purchase stated herein. Any additional or different terms proposed by the Seller are hereby rejected, unless expressly accepted in writing by the Buyer. 

1.2 Errors

1.2.1 Written purchase orders and acknowledgements are subject to revision in case of typographical and clerical errors, whether in favor of the Buyer or the Seller, upon written notice by either party. 

1.3 Prices

1.3.1 Prices in Buyer’s purchase order include only the products and services described, and do not include any other products, services, modifications or additions unless specifically provided in writing by the Buyer. All prices on the purchase order are in U.S. dollars. 

1.4 Pricing and Payment

1.4.1 Seller will resolve all pricing and invoice disputes stated by Buyer within thirty (30) days from the date of Seller’s shipment. On disputes that have not been resolved within this timeframe, the Seller agrees to accept whatever payment Buyer deems appropriate. 

1.4.2 Unless otherwise stated on Buyer’s purchase order, payment for product or services will be net 60 days from the date of receipt of a correct invoice or the date the products or services are received by Buyer, whichever is later. 

1.5 Deliveries

1.5.1 Unless otherwise agreed to in writing, shipments must be equal to the quantity on Buyer’s purchase order. 

1.5.2 All products or services shall be inspected by Seller prior to shipment and the Seller’s inspection reports shall be included in the product shipment to Buyer. All products or services received by Buyer are subject to Buyers review and approval of Seller’s inspection reports. Defective products or services not in accordance with Buyer’s specifications will be held for Seller’s instructions and at the Seller’s risk and if Seller so directs, will be returned at Seller’s expense. Payment for products or services prior to inspections shall not constitute an acceptance thereof. Returned products will be deducted from total shipments. Buyer reserves the right to back charge Supplier for lost time and material(s) and any applicable freight charges that result from rejected products or services. 

1.5.3 If Seller’s deliveries are late to the schedule contained in Buyer’s purchase order, requiring Buyer to call upon Seller for expedited shipment(s), Seller will allow Buyer the amount of those express rates. If Seller’s late delivery compels Buyer to use material not according to Buyer’s specifications or at a higher cost, the Seller will pay whatever additional costs, expenses, losses or damages that Buyer sustains. The provisions of this paragraph, however, are not intended to limit any other right the Buyer may have against the Seller as a matter of law. 

1.5.4 Should Seller at any time have reason to believe that deliveries will not be made as scheduled, verbal and/or written notice setting forth the fact(s) of anticipated delay and its cause is to be given to the Buyer as soon as possible. It is the sole responsibility of the Seller to notify Buyer of any potentially late deliveries and to provide unsolicited updates. 

1.6 Cancellations

1.6.1 Should this contract be canceled prior to final receipt, completion and/or acceptance by Buyer and the Seller finds it necessary to request payment for outstanding raw material or other cost attributed to Buyer’s commitments, the Buyer shall have access to Seller’s premises and records prior or subsequent to payment to verify charges supporting any termination charges. Buyer shall be entitled to terminate this agreement at any time, and without penalty. 

1.7 Use of Information

1.7.1 Seller shall not disclose to any person or entity, other than those employees of Seller who have a need to know, any information of Buyer, whether written or oral, which Seller may obtain from buyer or otherwise in the performance of this purchase order. 

1.8 Indemnification and Costs

1.8.1 Seller agrees to indemnify, protect, defend, and hold harmless the Buyer and the Buyer’s shareholders, officers, directors, employees, successors, and assigns (“Indemnified Parties”) from any claims, losses, damage, costs, or expenses, including without limitation, attorneys’ fees and costs of defense, that the Buyer may suffer or incur as a result of any lawsuit, legal proceeding, administrative proceeding, or judgment in any way related to, arising out of, or in connection with this agreement, services performed by or on behalf of the Buyer, equipment delivered to the Buyer, or material prepared by the Buyer. The Buyer shall have no obligation to defend or indemnify the Seller in connection with any proceeding. 

1.8.2 In no event shall the Buyer assume responsibility for or be liable (a) for penalties or penalty clauses of any nature or description; (b) for indemnification or defense of the Seller for claims, losses, damage, costs, or expenses in any way related to, arising out of, or in connection with this agreement, services performed by or on behalf of the Buyer, product or service delivered to the Buyer; (c) for any special, indirect, incidental or consequential losses or damages, even if the Buyer shall have been advised of the possibility of such potential loss or damage; or (d) for violation of any federal, state or local laws or regulations relating to the safety or use of the product or service. 

1.8.3 In the event of default or breach by the Seller of any of the terms of these terms and conditions, or this contract, then the Seller agrees to pay all costs incurred by the Buyer in enforcing the terms and conditions including but not limited to a reasonable attorneys’ fees and court costs. 

1.9 Ownership of Intellectual Property

1.9.1 Unless otherwise stated, Seller agrees at Seller’s expense, to obliterate or remove, to the Buyer’s complete satisfaction, Buyer’s legal name, address, trademarks, patent numbers, and all other references to Buyer from all products rejected or canceled by Buyer, or purchased or produced by Seller in excess quantities specified by the Buyer whether products are completed or partially completed, delivered, tendered for delivery, or undelivered, prior to disposition of such products to parties other than Buyer; or to destroy such products. Seller acknowledges that any sale of products bearing the Buyer’s trade name and/or trademarks to other than Buyer is an infringement of Buyer’s proprietary rights in its trade name and/or trademarks and is an attempt of Seller to “pass off” products of others as the products of Buyer. Seller agrees that it shall not, without first obtaining the written consent of Buyer, in any manner published the fact that the Seller has furnished or contracted to furnish Buyer the products covered by this purchase order, or use the names of RCD LLC, DT Engineering, DTE, Detroit Tool & Engineering or Detroit Tool or any of its trademarks or trade names in Sellers advertising or other promotional material. 

1.9.2 Unless otherwise stated, with respect to work done or services performed for the Buyer by the Seller, ownership of all patent rights on drawings, design, and inventions developed by the Buyer and shared with the Seller under this contract, as well as all future manufacturing and sales related thereto, shall be the property of the Buyer at final payment. All drawings, designs, inventions, and documents proprietary to the Buyer remain the property of the Buyer. Regardless of whether the Buyer shared such drawings, designs, inventions, and documents under this contract, the Seller may not use any such drawings, designs, inventions, or documents without license and written authorization from the Buyer. 

1.10 Access to Supplier Premises and Records

1.10.1 Seller agrees that by acceptance of this purchase order, contract or agreement that Buyer has the right to enter the Sellers premises at any time to verify manufacturing and quality practices/procedures. Also included int this right is that Seller agrees to provide on-site access to all records and or associated documents pertaining to the Buyer. 

1.11 Hazardous Materials

1.11.1 Seller will properly classify, describe, package, mark, label and provide Material Safety Data Sheets (MSDS) for all goods to be shipped hereunder. Seller will prepare all such goods for transportation in accordance with any applicable state or federal laws or regulations. Seller will indemnify and hold harmless Buyer from any claims, penalties or damages incurred by Buyer as a result of any goods received from Seller not in accordance therewith. 

1.12 Safety and Health

1.12.1 Seller warrants goods when delivered will conform to all federal and state safety and health modifications. No modifications or additions to the provisions or conditions of this order will become a part of it until expressly accepted in writing by the Buyer. 

1.13 Buyer’s Property

1.13.1 Unless otherwise stated on the purchase order, title to any and all property furnished by Buyer at no charge to Seller in connection with this order shall at all times vest in Buyer, and Seller assumes all liability for any loss, damage or shortage and/or for Seller’s failure to return such property to Buyer upon request. Seller shall notify Buyer of any such loss, damage or shortage. Buyer shall have the right at any time and from time to time to cancel, in whole or in part, the deliveries specified, and authorizations contained in any shipping schedule given to the Seller. The Buyer shall be under no liability or responsibility to the seller for goods completed or partially completed, or raw materials and commercially purchased goods acquired by the Seller for the purpose of performing this contract. 

1.14 Insurance

1.14.1 Seller will purchase and maintain insurance coverage at a minimum of: (i) General Liability in the amount of One Million ($1,000,000) per occurrence, (ii) Workman’s Compensation in the amount of One Million ($1,000,000) per occurrence, (iii) Umbrella with limits of at least Five Million ($5,000,000) per occurrence in excess of the limits afforded for General Liability. Upon request, Seller will provide Buyer with certificates of insurance providing Buyer as an additional insured. Seller will notify Buyer of any changes in coverage and/or Notice of Cancellation of such coverage, with thirty (30) days written notice. The certificate must be “on file” with the Buyer prior to any work or service being performed on Buyer owned, leased, or rented property. 

1.15 Subcontracting

1.15.1 Seller may not subcontract any or part of the product or service shown on the purchase order without prior written consent of Buyer. 

1.16 Limitation of Liability 

1.16.1 THE REMEDIES OF THE SELLER SET FORTH IN THIS CONTRACT ARE EXCLUSIVE AND ARE ITS SOLE REMEDIES FOR ANY FAILURE OF BUYER TO COMPLY WITH ITS OBLIGATIONS HEREUNDER. NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT TO THE CONTRARY, IN NO EVENT SHALL BUYER BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR DAMAGE TO PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF PRODUCTS, COST OF CAPITAL, CLAIMS OF CUSTOMERS OF THE SELLER OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, REGARDLESS OF WHETHER SUCH POTENTIAL DAMAGES ARE FORESEEABLE OR IF BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF BUYER ARISING FROM OR RELATED TO THIS CONTRACT WHETHER THE CLAIMS ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE PRICE OF THE PRODUCT OR SERVICES ON WHICH SUCH LIABILITY IS BASED. 

1.17 Complete Agreement

1.17.1 These terms and conditions, along with any specifically negotiated terms, are the complete agreement between Buyer and Seller. There are no understandings or agreements relative to this contract that are not fully expressed herein, and no change shall be made in this contract unless reduced to writing and signed by both parties. 

1.18 Non-Waiver and Severability

1.18.1 Forbearance or failure of the Buyer to enforce any of these conditions or to exercise any right accruing from any default of the Seller shall not affect or impair the Buyer’s rights in case such default continues, or in case of any subsequent default of the Seller and such forbearance or failure will not act as a waiver in case of other or future defaults of the Seller. If any provision of these Terms and Conditions should under applicable law, in whole or in part, be held invalid, illegal, or void, such invalidity, illegality, or unenforceability will in no event affect the applicability of the other provisions. 

1.19 Governing Law and Dispute Resolution

1.19.1 This agreement shall be considered to have been made in the State of Missouri, and it shall be governed by and interpreted per the internal laws of the state of Missouri, excluding the United Nations Convention on Contracts for the International Sale of Goods. Any action that arises out of or relates to this agreement must be brought in a federal or state court with jurisdiction over Lebanon, Missouri, and that has jurisdiction of the subject matter. The Seller irrevocably consents that any such court shall have personal jurisdiction over the Seller and exclusive jurisdiction over the dispute, and the Seller waives any objection that the court is an inconvenient forum. 

1.20 Notices

1.20.1 Any notice in any way arising out of or required by this Agreement must be in writing. Notices regarding changes to the specifications, costs, or prices under this agreement must be made by email. All other notices, including any notice of alleged breach, cancellation, or dispute of this agreement must be sent by both email and courier (personal delivery). 

1.20.2 Notices hereunder must be sent to the parties, as follows: 

If to Buyer:
DT Engineering
1107 Springfield Road
Lebanon, MO 65536

If to Seller:
Seller’s Representative
Seller’s Company
Seller’s Address
Seller’s Rep. Email

1.20.3 Either party may at any time notify the other party in writing as set forth herein of a change of address or person for the purposes of serving notice. 

This document is property of DT Engineering, 1107 Springfield Rd., Lebanon MO 65536
DT Engineering Terms And Conditions Of Purchase_RevC 3-19-2020