Copyright 2022 RPB Safety LLC. All rights reserved.
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All trademarks, service marks, and logos used in this publication, both registered and unregistered, are the trademarks, service marks, or logos of their respective owners. The green and gray color combination is a registered trademark of RPB Safety, LLC. All rights in the GVS-RPB Intellectual Property contained in this publication, including copyright, trademarks, service marks, trade secret, and patent rights are reserved. GVS-RPB Intellectual Property means any patent, patented articles, patent applications, designs, industrial designs, copyrights, software, source code, database rights, moral rights, inventions, techniques, technical data, trade secrets, know-how, brands, trademarks, trade names, slogans, logos, and any other common law and proprietary rights, whether registered or unregistered anywhere in the world, that are owned by, developed in whole or in part by, or licensed by GVS S.p.A or RPB Safety, LLC.
1.1. “Conditions” means these Terms and Conditions of Sale.
1.2. “Customer” means (a) any person that buys a Product, whether directly from GVS-RPB or from another person and (b) any person that uses a Product.
1.3. “Products” means the full range of products that GVS-RPB sells from time to time.
1.4. “GVS-RPB” means RPB Safety, LLC.
1.5. “Territory” is defined as ENTER TERRITORY HERE.
1.6. “Currency” is defined as ENTER CURRENCY HERE.
2.1 All sales of Products are subject to these Conditions.
2.2 Any purchase order submitted by Customer shall be subject to these Conditions. Any terms or condition in Customer’s purchase order, or otherwise proposed by Customer, shall not bind GVS-RPB unless GVS-RPB expressly accepts such conditions in writing.
2.3 Customer’s receipt of the Products shall constitute its acceptance of these Conditions.
2.4 To modify these Conditions, both parties must sign a written agreement containing the modification and specifically referring to these Conditions.
2.5 GVS-RPB’s staff, agents and representatives have no authority to make any representations, statements, warranties, conditions or agreements that conflict with these Conditions, unless made in writing and signed by a duty authorized officer of GVS-RPB. Any such unauthorized representations, statements, warranties, conditions or agreements shall not bind GVS-RPB nor form part of any contract between Customer and GVS-RPB.
2.6 GVS-RPB reserves the right to change its Terms and Conditions of Sale at any time without notice. These changes shall be available at https://www.gvs-rpb.com/legal unless modified Pursuant Section 2.5 above, the Terms and Conditions available online shall control.
3. Product Information
3.1. GVS-RPB may provide Product information, including technical information, specifications, recommendations, literature, and other materials (collectively “Product Information”), for Customer’s convenience in Customer’s selection of Products. The accuracy or completeness of Product Information is not guaranteed and is subject to change without notice. No license under any GVS-RPB or third party intellectual property rights is granted or implied with this Product Information. Customer is solely responsible for evaluating and selecting Products and determining whether each Product is fit for a particular purpose and suitable for Customer’s use and method of application. Products are not manufactured to any Customer requirements or specifications unless expressly agreed to in writing by GVS-RPB. Products that are sold for Customer’s use or consumption may not be repackaged, resold, or redistributed in any manner without GVS-RPB’s prior written consent.
3.2. GVS-RPB intends its products to be for sale to trained industrial and occupational customers for use in the workplace. As such, GVS-RPB labels and packages its products as they are not for sale to or for use by consumers, including but not limited to home, personal, recreational and other uses not described in the Product packaging or information and must be selected and used in compliance with applicable health and safety regulations and standards (including, but not limited to OSHA, ANSI, and others) as well as all Product Information, user instructions, product warnings, and limitations.
3.3 To the extent Customer promotes or sells Products outside of the industrial and occupational channels or to consumers or relabels the Product, Customer bears the sole responsibility for meeting all applicable requirements for any resulting claims, losses, and damages.
4.1. From time to time, GVS-RPB may issue price lists. Such price lists may show discounts to authorized GVS-RPB distributors. No Customer shall beentitled to a distributor discount unless it has been so authorized by GVS-RPB, in writing, prior to placement of the order.
4.2. GVS-RPB may change its prices and discounts at any time in its sole discretion or in response to market conditions. GVS-RPB will provide reasonable notice to Customers Price and discount changes shall not apply to orders that GVS-RPB shall have confirmed in writing before the effective date of the price or discount changes.
4.3. If GVS-RPB provides a quotation to a Customer, such quotation shall remain firm for 30 days from the date issued. If Customer accepts such quotationafter such 30- day period, a binding commitment to supply shall not arise unless and until GVS-RPB confirms in writing that it will sell the Products at the priceoriginally quoted.
4.4. Subject to clause 4.2, the prices do not include freight and insurance. The prices also do not include taxes, where applicable. GVS-RPB shall add suchcharges, where applicable, to the price of the Products and such charges shall appear as separate items on the invoice. GVS-RPB may issue a supplementary invoice for any deferred or delayed charges that would otherwise be payable by Customer but for the fact that they were not known on the dateof invoice or were otherwise omitted from the invoice.
5.1. GVS-RPB’s standard shipping terms are ex works (EXW) GVS-RPB’s warehouse. Customer shall pay any applicable freight charges as noted on GVS-RPB’s invoices unless GVS-RPB ships the Products on a “freight collect” basis. Consistent with EXW shipping terms, risk of loss or damage to the Productsshall pass from GVS-RPB to Customer from the moment the Products leave GVS-RPB’s premises. GVS-RPB shall have no responsibility for clearing Products for export. Customer shall insure the Products in transit.
5.2. In the case of large orders that specify a single shipping destination and single shipping date, GVS-RPB may elect in writing to absorb the freight charge anddeliver to Customer free into store (FIS). In this case, consistent with FIS shipping terms, risk of loss or damage to the Products shall pass from GVS-RPB to Customer at the point of delivery to Customer’s premises. GVS-RPB shall insure the Products in transit. GVS-RPB may impose a nominal charge for insurance and handling on large orders. GVS-RPB may not absorb the freight charge if Customer specifies the mode of shipment or GVS-RPB may add a surcharge tocover any additional freight costs incurred. Refer to GVS-RPB’s price list or contact GVS-RPB for further details.
5.3. At the time of delivery, whether at GVS-RPB’s warehouse for EXW shipments or at Customer premise for FIS shipments, Customer shall visually inspect the Products, to the extent practicable, for any obvious damage, defects, or other evidence that the Products do not conform to the order. Customer shall noteany damage on the shipment consignment note accompanying the shipment. Customer shall notify GVS-RPB of any damage to the Products. Customer shall include with such notice all relevant details including without limitation, the shipment consignment note with the damage duly noted thereon, the invoice to which the shipment relates, a description of the damage and digital photos.
5.4. GVS-RPB shall not be responsible for damage that could reasonably have been detected by Customer before Customer signed the shipment consignment note acknowledging receipt in good condition. If Customer could not reasonably have detected the damage at time of delivery, Customer must give GVS-RPB notice of damage within 30 days after receipt of delivery. If Customer does not give such notice within such 30 day period, the Products shall be deemed to have been accepted in good order and condition. In any circumstance, GVS-RPB shall not be responsible for damage occurring after risk of loss shall have passed from GVS-RPB to Customer.
5.5. Unless Customer makes a specific request in its order, GVS-RPB shall determine the mode of shipment.
5.6. Any ship date or delivery date that GVS-RPB may give to Customer is given in good faith but is only a best estimate. GVS-RPB shall use its reasonable efforts to make timely delivery although it cannot guarantee an exact delivery date. GVS-RPB is not responsible for late delivery due to circumstances beyond its reasonable control. Any delay or failure to perform obligations shall be executed if and to the extent that is caused by an eventor occurrence beyond the reasonable control of GVS-RPB and without fault or negligence, by way of example, such as acts of God, actions by any government authority whether valid or invalid, fires, floods, windstorms, explosions, riots, natural disasters, wars, embargoes, acts of terrorism, sabotage, or court injection or order.
5.7. GVS-RPB accepts no liability whatsoever for any loss or damage suffered by Customer because of any delay or failure to deliver any of the Products, irrespective of the cause.
5.8. GVS-RPB shall ship the Products as soon as they are ready for delivery. Customer may neither delay delivery nor fail nor refuse to accept delivery.
6.1. Subject to credit approval, the payment terms are “Net 30” meaning that payment in full is due thirty days from invoice date.
6.2. Customer shall pay the invoice price in full and shall have no right to set off against such price any claims that Customer may have against GVS-RPB. All payments shall be made in currency as defined in section 1.6.
6.3. GVS-RPB shall provide Customer with bank details for payments made by wire transfer, the preferred method of payment.
6.4. Prompt payment shall be deemed a material condition and Customer’s late payment shall be deemed a material breach of such condition. In relation to the payment terms, time is of the essence. Late payments shall bear interest at lesser of (i) 1.5% per month or (ii) the highest rate permitted under applicable law. In addition, Customer shall pay GVS-RPB, on demand, all collection costs (including legal expenses) incidental to recovering payments of moneys owing,whether or not legal proceedings are instituted.
6.5. GVS-RPB reserves the right to alter its payment terms to Customer at any time in GVS-RPB’s sole and absolute discretion. GVS-RPB may exercise suchright on an order by order basis. GVS-RPB may require Customer to post security for payment before acceptance of an order or its delivery. GVS-RPB maywithhold acceptance of an order, or its delivery, until Customer pays cash or posts security in accordance with the payment terms specified by GVS-RPB.
6.6. GVS-RPB may delay shipping an order until Customer has paid any overdue balance.
7.1. The Products are subject to minimum order sizes to facilitate shipping. GVS-RPB can only accept purchase orders for complete shipper quantities. Refer to GVS-RPB’s price list or contact GVS-RPB for details.
7.2. Lead times will vary depending upon whether GVS-RPB has the Products in stock at the time that Customer places its order. Upon Customer request, GVS-RPB shall advise Customer of its estimated relevant lead times.
7.3. Customer shall use online system whenever possible. When not possible, customer shall email orders.
7.4. All purchase orders must have a purchase order number, date, person authorized to purchase, delivery address and accounts address.
7.5. Customer shall not modify or cancel a purchase order except with GVS-RPB’s approval. Any request to modify or cancel a purchase order must be in writing and sent to GVS-RPB.
7.6. Customer shall immediately confirm, in writing, all verbal instructions and orders. GVS-RPB may wait until Customer does so before executing Customer’s verbal instructions and orders. If GVS-RPB does not wait, GVS-RPB shall execute Customer’s verbal instructions and orders entirely at Customer’s risk. In that case, GVS-RPB accepts no responsibility for errors and omissions.
8. Limited Warranty
8.1. GVS-RPB warrants that the Products will be free of defects in materials and workmanship. The term of this warranty is 1 year from date of sale. GVS-RPB hereby limits its liability, whether in contract, tort or otherwise, for any loss or damage suffered by Customer to the repair or replacement of a defective Product or the refund of the purchase price. Where another manufacturer supplied GVS-RPB with a defective component, the warranty of GVS-RPB shall not be more extensive than any warranty in favor of GVS-RPB from such other manufacturer. GVS-RPB shall endeavor to pass on to Customer the benefit of such other manufacturer’s warranty.
8.2. To return the Products or to receive a credit, Customer must contact GVS-RPB and request a Returns Authorization Number. If GVS-RPB authorizes the return, GVS-RPB shall give Customer delivery instructions.
8.3. Customer must return each Product to GVS-RPB in its original condition. GVS-RPB’s warranty is void in any of the following circumstances: (a) The warranty claim relates to normal wear and tear; (b) The Product has been misused, neglected, damaged, abused or involved in an accident; (c) The Product has been improperly operated, repaired or maintained; (d) The Product has been modified; (e) Components have been substituted for GVS-RPB’s factory installed components; (f) The owner of the Product has not followed any warnings, safety instructions, maintenance instructions and care and use instructions provided with the Product; (g) The Product has been damaged after risk of loss passed from GVS-RPB to Customer; and/or (h) The Product has been used for purposes other than for which it was designed.
8.4. Customer acknowledges that the Products are capable of being used in many different procedures. GVS-RPB provides general guidelines concerning the suitability of the Products. It is not always possible for GVS-RPB to provide specific guidelines for all procedures. Proper selection of a specific Product for a specific procedure will always be Customer’s responsibility. Customer must assume the ultimate responsibility for the selection and use of the Products.
8.5. This is an express warranty. GVS-RPB’s only obligation is to repair, replace or refund the purchase price of such parts or Products upon the presentation of proof of purchase and a valid warranty claim. GVS-RPB disclaims any other express warranty and all implied warranties, including warranties of merchantability and fitness for a particular purpose, to the maximum extent permitted by law. Customer is responsible for determining whether the Product is suitable for Customer’s purposes and will meet Customer’s performance expectations. Customer is solely responsible for determining the suitability of the Products for its needs. Except as otherwise provided herein, GVS-RPB assumes any responsibility that the Products will be fit for any particular purpose for which the Customer may be buying the Products.
9. Return Policy
9.1. Customer may only return the Products to GVS-RPB, and receive a credit or refund, with GVS-RPB’s authorization. GVS-RPB may withhold its authorization in its sole and absolute discretion.
9.2. To return the Products or to receive a credit, Customer must contact GVS-RPB and request a Returns Authorization Number. If GVS-RPB authorizes the return, GVS-RPB shall give Customer delivery instructions.
9.3. Customer must return each Product to GVS-RPB in its original condition and packaging within 30 days after delivery, and must specify the Return Authorization Number on the packaging. The Products must be unsoiled, undamaged and in a resalable condition (or Customer shall pay for all costs of replacement or repair).
9.4. Customer shall deliver the Products to GVS-RPB at Customer’s risk and cost. GVS-RPB accepts no responsibility for loss or damage to the Products.
9.5. Customer shall adequately pack the Products and ship the Products, freight prepaid, to GVS-RPB’s warehouse.
9.6. GVS-RPB will issue a credit for the invoice value of all Products accepted for return. GVS-RPB, however, reserves the right to apply a handling charge of 10% of invoice value should the Products need repacking prior to resale.
10. Product Changes
10.1. GVS-RPB is continually improving and upgrading the Products, the specifications, dimensions and Product information are subject to change. GVS-RPB will notify the customer of any changes prior to product being released. Any such alterations shall not impose on GVS-RPB an obligation to alter the Products that GVS-RPB has already delivered to Customer.
10.2. GVS-RPB does not warrant that the Products conform to any specific design or sample.
11. Professional Advice
11.1. GVS-RPB does not provide professional advice concerning the Products or their use.
11.2. Customer accepts responsibility for ensuring that its employees, agents and customers are appropriately trained and experienced in the use of the Products and have read any relevant Information provided by GVS-RPB.
11.3. Customer accepts responsibility for ensuring that end users know how to use the Products. Customer shall discharge this responsibility through training sessions, hands-on demonstrations and technical support.
11.4. GVS-RPB offers no warranty of fitness for purpose. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY HERETO MAKES ANY REPRESENTATION AND EXTENDS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING OUT OF PRIOR COURSE OF DEALING AND USAGE OF TRADE.
12. Limitation of Liability
12.1. Any liability of whatsoever nature arising directly or indirectly from any defect in the Products, or any advice tendered by GVS-RPB in connection with the Products, shall be limited to the replacement or repair of such defect and shall not in any case exceed the purchase price of the defective Products.
12.2. GVS-RPB is not liable for damage, loss or expense resulting from its failure to give advice or information or the giving of incorrect advice or information, whether or not due to GVS-RPB’s negligence or that of its employees, agents or sub-contractors.
12.3. GVS-RPB’s liability for loss arising from any defect or non-compliance in relation to the Products supplied is limited, at GVS-RPB’s option, to replacement of the Products or a refund not exceeding the purchase price of the defective or non-compliant Products. Under no circumstance shall GVS-RPB be liable for any incidental, special, indirect, consequential or punitive damages, including loss of profits, loss of revenues, loss of business, loss of operations, injury to reputation or loss of good will. GVS-RPB shall not be liable for death, personal injury or property damage resulting from, or relating to, use of the Products. Customer understands andagrees that all claims in the nature of products liability shall be its sole responsibility.
12.4 If Customer is buying the Products for resale, Customer accepts full responsibility for resolving any claims made by its customers and indemnifies GVS-RPB against, and will hold GVS-RPB harmless from, any such claims. Customer’s sole recourse against GVS-RPB is pursuant to these Conditions.
12.5. Customer shall strictly comply with any instructions for use, care and maintenance, trouble shooting, warnings and safety procedures provided by GVS-RPB. Where appropriate, Customer shall pass any such instructions to its customers and end users and Customer shall use its best efforts to ensure that they comply with such instructions. GVS-RPB shall not be liable for any costs or damages incurred by any person because of such person’s failure to comply with such instructions.
12.6. Where GVS-RPB gives technical advice, GVS-RPB does so to provide helpful suggestions only. GVS-RPB has not inquired, nor does it know, all of Customer’s unique circumstances to make a professional judgment. GVS-RPB assumes no obligation or liability for any technical advice so given. Customer accepts such technical advice entirely at its own risk. Customer shall use its own judgment and not rely upon GVS-RPB’s.
12.7. The liability of GVS-RPB under any circumstance shall not exceed the original purchase price paid by Customer for the Product or Products giving rise tosuch liability.
12.8. Some jurisdictions do not allow certain types of disclaimers in sales contracts or may limit the scope of such disclaimers. Therefore, the above disclaimers, limitations and exclusions may not apply in certain jurisdictions in which GVS-RPB sells the Products. As to such jurisdictions, the clauses above shall be deemed modified, and the offending sentences amended or removed, but only to the extent necessary to bring such clauses into conformity with the laws therein.
12.9. Force Majeure. Any delay or failure of GVS-RPB to perform its obligations will be excused if, and to the extent that GVS-RPB is unable to perform specifically due to an event or occurrence beyond its reasonable control and without its fault or negligence (which events may include acts of God; restrictions, prohibitions, priorities or allocations imposed or actions taken by a governmental authority; embargoes; fires; explosions; natural disasters; riots; or wars).
13. Compliance with Law and Regulations
13.1. GVS-RPB will manufacture and sell the Products in compliance with the federal, state, and local laws applicable to each Product. Distributors shall not modify any GVS-RPB manufactured components or products. Customer will comply with the federal, state, and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products and to any of Customer’s products that contain or are made by using Products. Under no circumstances will either party offer or make any payment or give anything of value to another person or entity where such payment or action would violate an applicable law or regulation, including, but not limited to, any applicable anti-bribery, anticorruption, or anti-kickback law.
13.2. Customer shall comply with all applicable laws and regulations in the countries where Customer intends to use or sell the Products. Specifically, and without limiting the generality of the foregoing, Customer shall comply with all health and safety requirements, labeling requirements, equipment requirements, registration and approval requirements, warranty requirements, truth in advertising requirements and country of origin marking requirements. Without limiting the generality of the foregoing, do not use hazardous abrasives (e.g. those that violate applicable standards/regulations, such as abrasives containing more than trace amounts of silica, lead, arsenic, etc.) - these could result in serious injury or death. Consult your abrasive supplier and read the material safety data sheets for the abrasives to be used to determine suitability for blasting applications. Refer to rpbsafety.com/important-safety-information/ for links to websites that can provide regulatory guidance.
13.3. At the time Customer places its order, it shall advise GVS-RPB of any such legal requirements to the extent they relate to the Product specifications, the manufacturing process, labeling or packaging. If GVS-RPB is able to do so, it shall comply with such requirements. GVS-RPB reserves the right to increase theprice to cover the reasonable cost of complying with any such requirements. Customer acknowledges that GVS-RPB shall be relying entirely upon Customer’s advice in respect to the legal requirements in Customer’s markets.
13.4 Customer shall not export the Products outside of the United States or permit any person acquiring Products from Customer to export them outside of the United States without GVS-RPB’s prior written consent in each instance.
14. Intellectual Property
14.1. All trademarks, service marks, and logos, both registered and unregistered, are the trademarks, service marks, or logos of their respective owners. GVS-RPB Intellectual Property means any patent, patented articles, patent applications, designs, industrial designs, copyrights, software, source code, database rights, moral rights, inventions, techniques, technical data, trade secrets, know-how, brands, trademarks, trade names, slogans, logos, and any other common law and proprietary rights, whether registered or unregistered anywhere in the world, that are owned by, developed in whole or in part by, or licensed by RPB Safety, LLC.
14.2. You must NOT purchase, sell or offer for sale any products that infringe upon proprietary GVS-RPB products or product designs.
14.3. Only current Customers whose accounts are in good standing shall have the right to use GVS-RPB IP’s trademarks. Such Customers may only use GVS-RPB IP’s trademarks to promote the GVS-RPB Products.
14.4. GVS-RPB IP has the right to review and inspect the use of its Trademarks and intellectual property from time to time to determine proper usage.
14.5. If Customer violates GVS-RPB IP’s Trademark and Copyright Guidelines, upon notification from GVS-RPB IP to the Customer, Customer must immediately stop using the GVS-RPB IP trademarks until the violation is remedied. Customer understands and agrees that this may require Customer to stop promoting and selling the GVS-RPB products until such trademark violation can be remedied to the satisfaction of GVS-RPB IP.
14.6. Whenever GVS-RPB stops doing business with Customer, or visa versa, Customer shall return all GVS-RPB promotional material in Customer’s possession. Customer shall also remove all references to GVS-RPB and its trademarks from Customer’s literature, website and other promotional material and immediately cease using any of GVS-RPB IP’s trademarks.
15.1. Any dispute arising out of these Conditions or with respect to the sale of Products to Customer or relating to the Products supplied, work done or services rendered by GVS-RPB shall be resolved in accordance with the law of Michigan and in the courts of Michigan. Customer hereby submits to jurisdiction of Oakland County in the state of Michigan and federal courts located in the Eastern District of Michigan.
16.1. If any provision in these Conditions is deemed by a court to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be Affected.
17.1. No failure by GVS-RPB to insist upon strict performance of any of these Conditions, or delay in exercising any of its rights or remedies, shall constitute a waiver or variation of these Conditions or a waiver of any such right or remedy.
18.1. The specific terms of any sales confirmation, sales quotation or invoice to which these Conditions are attached, or incorporated by reference, shall prevail in the event of a conflict.
19. Successors and Assigns
19.1 These Conditions will be binding upon Customer and its successors and assigns. Customer may not assign its rights hereunder or under any purchase order without the prior written consent of GVS-RPB which consent may be given or withheld in GVS-RPB’s discretion.
20. Consumer sales only
20.1 Distributor acknowledges and agrees that it may only distribute and sell GVS-RPB products to end users and customers located within the United States of America. Distributor shall include, in its terms of sale, provisions prohibiting the distribution, sale, transfer or making available of GVS-RPB products to distributors or third-party resellers and shall not make or allow such sales without the express written consent from GVS-RPB.
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