STANDARD TERMS AND CONDITIONS FOR ROYAL CONSUMER PRODUCTS
All orders received by Royal Consumer Products (“RCP”) are subject to these terms and conditions. In the event of any conflict between these terms and conditions and any other documents exchanged between RCP and purchaser, including, without limitation, vendor agreements and shipping manuals, these terms and conditions shall control. RCP’s failure to insist upon strict performance of any term or condition shall not constitute a waiver of any subsequent breach by the customer.
2. ORDER ACCEPTANCE
Acceptance of an order by RCP is based upon and subject to these terms and conditions.
All shipments by RCP are FOB plant.
All invoices shall be paid in full by the purchaser in accordance with the terms of the invoice. Purchaser shall not assert any holdback, setoff, or other deduction.
(a) Purchaser shall notify RCP in writing within seven (7) days after receipt of any shipment if purchaser intends to reject all or any part of the shipment based upon any claimed defect or deficiency, time being of the essence. Purchaser’s failure to assert a rejection in writing within seven (7) days shall forever bar any right of purchaser to reject the shipment.
(b) No returns for non-defective shipments shall be accepted except by written agreement of RCP, in which case any returns permitted in writing by RCP shall be subject to a fifteen percent (15%) restocking fee to be paid by purchaser to RCP.
(c) No penalties, deductions, or offsets of any kind shall be assessed by purchaser against RCP without RCP’s written agreement following the specific assertion of such penalty, deduction, or offset by purchaser and good faith negotiations between the parties.
6. LIMITATIONS ON LIABILITY
(a) Force majeure: RCP shall not be liable for failure to meet delivery terms if such failure is a result of accidents, machinery or equipment breakdown, strikes or labor troubles, material shortages, fires, floods, war, public disturbances or riots, government allocations, acts of God, acts of terrorism, or other circumstances beyond RCP’s control.
(b) In no event shall RCP or its agents be liable for consequential, incidental, indirect, punitive or special damages, or loss of profits, data, business or goodwill, regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose, or otherwise, and even if advised of the likelihood of such damages.
7. GOVERNING LAW AND VENUE
(a) These terms and conditions and any dispute arising out of or relating to any orders placed by purchaser or shipments made by RCP shall be governed and construed in accordance with the laws of the State of Connecticut without regard to its conflict of laws rules.
(b) The purchaser agrees to be subject to personal jurisdiction within the State of Connecticut and agrees that the state and federal courts located within the State of Connecticut shall be the exclusive venue for any judicial proceedings between the parties other than post-judgment enforcement proceedings.