Last Updated:
VISION STATEMENT:
Reade International Corp. (the Seller), dba Reade Advanced Materials and Reade Metals & Minerals, appreciates the opportunity to serve you and will continually strive to meet your particular needs and assist in resolving any problem. We want your order to be satisfactory and request that any problem be brought to our attention immediately. Your confidence and satisfaction are our primary goals.
PRICES:
Prices apply for quantities shipped at one time (partial shipments at the Seller’s convenience) unless otherwise negotiated and in writing between Buyer and Seller. Prices are subject to change without notice. Orders are subject to final acceptance by the Seller at the prices in effect at the time of shipment. Seven (7) business day notice by the Buyer to the Seller of order cancellation is required to avoid penalties.
STANDARD PAYMENT TERMS:
Payment in United States Dollars (USD) is due within thirty (30) days from the date of shipment unless otherwise negotiated and agreed in writing by both parties. A 1.75% monthly late charge will be levied on past-due account balances. For first-time customers or in cases where the Seller has any doubt as to the financial responsibility of the Buyer, payment must be made in full prior to shipment. In the event of a credit card transaction, payment must clear before shipping the products. No disputes or chargebacks may be filed without contacting the Seller first in an attempt to resolve the issue in good faith. Failure to do so will result in an immediate suspension of deliveries and possible legal action to recover funds. In the event of non-payment, the Seller reserves the right to pursue legal remedies and recover all costs, including collection and attorney fees. If payment is made by wire transfer, all bank charges shall be at customer’s expense; a USD 25.00 service charge will be added to the invoice.
REMITTANCE:
All remittances hereunder, including interest payments, shall be made payable in USD to the Seller by cash or check without deduction for exchange fluctuations, customs or foreign government assessments (taxes, stamps, or similar charges). The Seller also presently accepts credit cards (VISA, MasterCard and American Express), bank to bank and EFT.
NEW CUSTOMERS:
Payment terms for all first time customers are: Prepayment via wire transfer or certified check. Credit card (VISA, MasterCard , American Express). Unless credit has been previously approved. New customers who wish to open an account with the Seller must send three trade references as well as bank information including account number & account executive. Please furnish all fax numbers, phone numbers, federal ID number and sales tax resale number. All information should appear on company letterhead.
PROHIBITION OF CHARGEBACKS:
The Buyer agrees not to initiate any chargeback or payment dispute with their financial institution without first contacting the Seller to resolve the issue in good faith. Should the Buyer initiate an unwarranted chargeback, the Seller reserves the right to seek reimbursement for any costs incurred as a result.
PRODUCTAVAILABILITY:
Subject to prior sale and confirmation upon receipt and/or acceptance of order.
APPLICABLE TAXES, EXCISES OR OTHER CHARGES:
The Buyer shall reimburse the Seller for all taxes, excises or other charges which the Seller may be required to pay to any Government
(National, State or Local) upon the sale, production or transportation of the products sold hereunder.
SECURITY FOR NON-PAYMENT:
In the event that the Buyer fails to meet the agreed-upon payment terms, or if the Seller has any doubts regarding the financial solvency of the Buyer, the Seller reserves the right to suspend further deliveries and halt any ongoing production. The Seller may also request additional security, such as payment in advance or a performance bond, to mitigate the risk of non-payment before deliveries are made. If security is not provided, the Seller may immediately terminate the contract without liability. It is mutually agreed that the Buyer will reimburse the Seller in a timely manner for all collection costs, legal fees, and attorney’s fees incurred on past-due accounts referred to an attorney for collection.
NON-CANCELLATION OF SPECIAL ORDERS:
Orders for materials that are custom-cut, manufactured, or specially sourced for the Buyer may not be canceled once the Seller has commenced production. The Buyer is responsible for all costs incurred up to the point of cancellation. If the Buyer refuses delivery of special-order products, full payment will still be required, and storage fees will be incurred if the Seller agrees to store the product for a reasonable time. Storage fees will be charged at a rate of $100 per day and the maximum storage period is 30 days unless otherwise agreed in writing.
SPECIAL ORDERS:
It is further understood and agreed between Buyer and Seller that if this agreement covers products (or materials) that must necessarily be manufactured especially for Buyer and is suspended or terminated for any reason, Buyer will take delivery of and make payment for such products as have been completed or in inventory and such as are in process on the date notice of the suspension or termination is received by Seller; provided, that if Buyer for any reason cannot accept delivery of such products, he will make payment therefore as though delivery had been made and Seller will store such products for Buyer’s account and at Buyer’s expense for only a reasonable time frame. Special orders are non-returnable.
NON-DELIVERY:
If for any reason Seller is unable to supply the total demand for products (or materials) specified herein, Seller may distribute its available supply among any or all purchasers, as well as departments and divisions of Seller, on such basis as it may deem fair and practical, without liability for any failure of performance which may result there from.
FREIGHT TERMS:
INCO terms 2010 apply for all orders shipped or purchased by READE. When terms are F.O.B. Origin, Seller’s liability ceases upon delivery to the initial carrier. Risk of loss passes to the Buyer upon the Seller’s delivery to the carrier, regardless of any claim for damages. When terms are F.O.B. Destination within the North America, Seller’s liability ceases upon initial delivery onto the Buyer’s receiving dock. When terms are F.A.S. port of exit, Seller’s liability ceases upon delivery alongside vessel at port of shipment. When terms are C.I.F. foreign destination, Seller’s liability ceases upon passage of ship’s rail at port of shipment. When terms are Ex-Ship foreign port, Seller’s liability ceases on leaving ship’s tackle at the foreign port.
SHIPPINGTERMS:
Shipping, special packaging, insurance (if requested) and handling charges within the USA are normally prepaid by the Seller and added to the invoice unless other instructions are clearly stated on the Buyer’s written purchase order.
WEIGHT OF SHIPMENTS:
Weight of all shipments shall be determined at point of shipment by ascertaining the gross and tare weight of each bulk container. Claims on account of weight will be allowable only (1) if for one-half of one percent (1/2%) or more of entire contents of all shipments except bulk rail cars and trucks on which claims shall be allowable only if for one percent or more of entire contents, (2) if made within ten (10) days after receipt at destination,
(3) if supported by certified railroad scale tickets in the event of bulk car shipments, and (4) if the Buyer proves to satisfaction of the Seller that the container in question was entirely emptied.
DISPUTE RESOLUTION:
In the event of any dispute arising from or related to this contract, the Buyer agrees to notify the Seller in writing of any concerns before initiating chargebacks or legal action. Both parties agree to work in good faith to resolve any disputes within 10 business days. If the issue cannot be resolved amicably, the parties agree to submit the matter to binding arbitration under the rules of the American Arbitration Association (AAA) in Rhode Island, before seeking any legal remedies. The maximum amount a Buyer can dispute through arbitration is limited to the total amount of the transaction.
RETURNPOLICY:
All returns must be pre-approved by the Seller in writing. Unauthorized returns will not be accepted. A restocking fee will apply to approved returns, which will be no less than 20% of the total purchase price and determined based on the condition of the product upon return. Materials manufactured or cut specifically for the Buyer are non-returnable unless defects are proven. The Buyer must notify the Seller within ten (10) business days of any issues with the product or documentation. Products that do not meet the certification and documentation requirements as outlined in the Purchase Order may be returned only with the Seller’s approval and after reasonable efforts have been made to correct any discrepancies. The Buyer must notify the Seller within 10 business days of any issues with the product or documentation.
CLAIMS FOR DAMAGES:
The Seller wants your shipment to be received in good condition. The signature of the Buyer or his representative employee on the transportation document confirms that fact. Please have the transportation agent note any damage or shortage on the receiving document so any claim can be handled accurately. When received, the Buyer should check the goods immediately. The Seller wants to correct errors; however, the responsibility is the Buyer’s if the product is used or damaged by improper use. No claim of any kind, whether as to products (or materials) delivered or for non-delivery of products, and whether or not based on negligence, shall be greater in amount than the purchase price of the products in respect of which damages are claimed. All claims must be submitted in writing to the Seller within thirty (30) days of the delivery date. Failure to submit a claim within this period shall constitute a waiver of the claim. No charge or expense incident to any claims will be allowed unless approved by an authorized representative of Seller. Products shall not be returned to Seller without Seller’s prior permission, and then only in the manner prescribed by Seller. THE REMEDY HEREBY PROVIDED SHALL BE THE EXCLUSIVE AND SOLE REMEDY OF BUYER, AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY.
LEAD TIME:
All stated lead times commence only after the receipt of full payment or, for customers with approved credit terms (such as Net 30), upon the Seller’s acceptance or confirmation of the order. Any stated shipping windows are subject to change if payments are delayed or if the Buyer fails to meet the agreed payment terms.
LIMIT OF LIABILITY:
The Seller’s liability ceases upon delivery to the shipping carrier (FOB shipping point), unless otherwise agreed in writing. The Buyer assumes full responsibility for loss or damage during transit unless shipping insurance is purchased. The Seller will not be held responsible for delays or non-performance due to reasons beyond their control, including but not limited to Acts of God, strikes, and supply chain disruptions. The Buyer expressly agrees that any liability of the Seller is strictly limited to refunding prepayments for undelivered goods.Claims for damages must be submitted in writing within 10 days of receipt of goods, and any liability shall not exceed the cost of the goods sold.
IN NO EVENT WILL SELLER HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, COST OF COVER, OR SUBSTITUTE GOODS OR PERFORMANCE. THE TOTAL AGGREGATE LIABILITY OF SELLER FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY SPECIFIC ORDER PLACED UNDER THIS CONTRACT WILL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF ALL AMOUNTS PAID OR PAYABLE UNDER THAT ORDER.
TECHNICAL ASSISTANCE:
At Buyer’s request, Seller may furnish such technical assistance and information as it has available with respect to the use of the products (or materials) covered by this agreement. Unless otherwise agreed in writing, all such technical assistance and information will be provided gratis, and Buyer assumes sole responsibility for results obtained in reliance thereon.
WARRANTY:
Seller warrants that the products (or materials) delivered hereunder meet Seller’s specifications as stated on our written quotation to Buyer for the products or such other specifications as may have been expressly agreed to herein. SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR
IMPLIED WARRANTY. Buyer assumes all risk and liability resulting from use of the products delivered hereunder, whether used singly or in combination with other products.
PROPERUSE&HANDLINGOF GOODS:
Buyer acknowledges that it has received and is familiar with Seller’s labeling and literature concerning the products (or materials) sold hereunder and will forward such information to its employees, who handle, process or sell such products and customers of such products, if any. The Seller requests that the Buyer very carefully read the Safety Notice document located in this website
PATENT INFRINGEMENT:
Seller warrants that the use or sale of the products (or materials) delivered hereunder will not infringe the claims of any United States patent covering the products themselves; but does not warrant against infringement by reason of the use thereof in combination with other products or in the operation of any process.
NON-CIRCUMVENTION:
The Buyer agrees that it shall not, directly or indirectly, circumvent the Seller by attempting to engage or negotiate with the Seller’s suppliers, manufacturers, or vendors, or through any third party, for the purpose of purchasing products similar to or related to the products covered under this agreement, without the prior written consent of the Seller. This obligation shall remain in effect for a period of two (2) years following the date of the last transaction between the Buyer and the Seller. In the event of a breach of this provision, the Buyer agrees to compensate the Seller for any losses, including lost profits, incurred as a result of such breach.
FAIR LABOR STANDARDS ACT:
Seller warrants that all products (or materials) delivered hereunder were produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended.
GOVERNMENT RESTRICTIONS:
If any Government action should place or continue limitations on the price provided for in this agreement such that it would be illegal or against public or Government policy for Seller to charge, assess or receive the full amount of or to increase such prices as determined by this agreement, then Seller shall have the option (1) to continue to perform under this agreement subject to such adjustments in prices that Seller may deem necessary to comply with such Government action, (2) to revise this agreement, subject to Buyer’s approval, in order to most nearly accomplish the original intent of this agreement, or (3) to terminate performance of the affected portions of the agreement without liability for any damages.
SPECIALCONDITIONSOF SALE:
In addition to the Standard Conditions of Sale set forth herein, any Special Conditions of Sale set forth in Seller’s written price quotations for the products (or materials) covered by this agreement shall apply and are incorporated by reference herein.
ASSIGNABILITY:
This agreement is not assignable or transferable by either party, in whole or in part, except with the prior written consent of the other party.
AMENDMENT OF TERMS:
The Seller reserves the right to amend or modify these Terms & Conditions at any time. Any such amendments or modifications shall become effective immediately upon posting or notification to the Buyer. The Buyer’s continued placement of orders or receipt of products after such changes will constitute acceptance of the revised Terms & Conditions.
CONFIDENTIALITY:
Both parties agree to keep confidential any information regarding pricing, materials, and trade secrets exchanged in connection with this agreement. This obligation survives the termination of this contract.
SUMMARY STATEMENT:
This document contains all of the terms and conditions with respect to the sale and purchase of the products (or materials) sold hereunder. These terms and conditions supersede any of previous date and no modifications thereof shall be binding on Seller unless separately contracted in writing and agreed to by a duly authorized representative of Seller. No modification shall be affected by the acknowledgment or acceptance of purchase order forms stipulating different conditions. Unless Buyer shall notify Seller in writing to the contrary as soon as practicable after receipt of this document by Buyer, acceptance of the terms and conditions hereof by Buyer shall be indicated and, in the absence of such notification, the Buyer’s acceptance of the products shall be equivalent to Buyer’s assent to the terms and conditions hereof. Waiver of either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.
APPLICABLE LAW:
The laws of the State of Rhode Island shall govern this agreement. Any disputes arising under this agreement or from transactions with the Seller shall be resolved in the courts of Rhode Island, and the parties agree that the exclusive venue shall be the courts of Rhode Island. Any claim or dispute must be initiated within one (1) year from the date of the cause of action.