Terms and Conditions

RKL Solutions Inc.  DBA Martin Walter Company  (“Seller”) are defined as officers, directors, partners, employes, subcontractors, contractors, and agents related entities, and any persons operating on their behalf.

APPLICABILITY: The sale of all services (“Services”) and any associated goods (“Goods”) provided by the Seller shall be governed by the following terms and conditions, which are an integral part of any agreement between the Buyer and the Seller. The term “Services” shall encompass, but is not limited to, (installation, training, inspection, service work, repair, replacement, or correction of equipment). The term “Goods” shall encompass but is not limited to, (new and used equipment, attachments, components, technology, and parts). “Buyer” refers to any person, partnership, company, or corporation purchasing the Services under this agreement. The term “quotations” shall encompass but is not limited to (estimate, work order, parts order, sales contract).  The Buyer’s acceptance of any proposal, quotation or offer made by the Seller for the sale of its Services and/or goods is expressly made subject to these Terms and Conditions and none of these Terms and Conditions may be supplemented, altered, superseded, or otherwise modified except as revised in writing by the Seller. All orders for Services and/or Goods received by the Seller shall be governed only by these Terms and Conditions, regardless of any terms and conditions in any purchase order, or any other form issued by the Buyer.

 PAYMENT/CREDIT APPROVAL/CANCELLATION: All Seller’s invoices are due on receipt. If the Buyer fails to pay invoices timely, the Seller is entitled to suspend all work, deliveries and issue a late charge equal to the lesser of 1.5% per month, 18% per annum or the maximum rate allowed by law on all unpaid invoices. If payment is made by credit card, a fee equal to three 3% of the final invoice amount to be charged.  In the event it becomes necessary to pursue delinquent balance owed, Buyer stipulates to being responsible for all costs of collections, including agency or attorney fees not to exceed 35% of the outstanding account balance, plus all other court costs. The seller reserves the right to modify the payment terms, requiring the buyer to pay in advance before the goods or services are delivered, refuse service/parts sales, and cancel an order at any time.   All purchase orders are subject to the credit approval of the Buyer by the Seller.

PRICING: Prices quoted are valid for 10 days and are only for the items stated. Seller reserves the right, at any time prior to the acceptance of a quotation to adjust prices. Prices do not include any applicable freight, taxes, and/or fees.

 FREIGHT: Freight is F.O.B. Origin. Freight charges referenced in the Quotation are an estimate. The Seller is not responsible for any differences that may occur between freight estimates and actual freight charges applicable at the time of shipment, and the Buyer shall incur and be responsible for all costs associated therewith. All dates for the shipment and/or delivery of Goods and/or for the provision of Services are approximated. The Seller shall not be liable for delay in or failure to make shipment and/or delivery of Goods or commencement, performance or completion of Services by any identified date for any reason whatsoever.

SERVICE AND INSPECTIONS: The Buyer acknowledges and accepts the following terms, conditions and disclaimers relating to these services: Seller’s services on equipment or components identified in the scope of work is limited to the search of observable defects that can be safely and conveniently accessed by the inspector. These services do not include the dismantling of the equipment nor the use of technical equipment to inspect and detect hidden or non-observable defective conditions. The assessors believe the information contained within this risk assessment report to be correct at the time of the inspection. The report is based on matters which were observed or came to the attention of the assessors during the day of the assessment and should not be relied upon as an exhaustive record of all possible risks or hazards that may exist or potential improvements that can be made.

 The Buyer accepts responsibility for the decision to repair or replace defective equipment or components the Seller recommends resulting from the Seller’s services. Seller recommends the Buyer authorize the repair or replacement of any equipment or component identified by the Seller as being defective prior to operating the equipment. The seller recommends the machine is to be taken out of service until all safety issues have been addressed. The Seller is not liable, and the Buyer retains and assumes all risk associated with the decision to not make the recommended repairs. Using the equipment or components that possess known, hidden or no-observable defects may result in catastrophic equipment or component failure potentially causing personal injury and/or property damage.

The Buyer acknowledges that defective conditions may exist at the time of the service and may develop immediately following the service. Seller’s field service repair and oral or written report represents conditions at the time of service and does not reflect any changes in condition of the equipment or components following the service.  The Seller is not liable, and the Buyer retains and assumes all risk of such change in condition.

LOAD TESTING: It is the responsibility of the buyer to address safety issues and have equipment in safe working condition necessary to conduct the load test.

BUYER’S SOLE AND EXCLUSIVE REMEDY PURSUANT TO ANY CLAIM AGAINST SELLER OF ANY KIND ARISING OUT OF OR CONNECTED WITH THE SERVICES PROVIDED BY SELLER

The seller extends no warranty to Buyer for or relating to its work under this agreement. Buyer acknowledges that neither the seller nor any person on sellers behalf has made or makes any express or implied representation or warranty to Buyer whatsoever, including any warranties of merchantability or fitness for a particular purpose, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed by Seller.  Buyer further acknowledges that it has not relied on any representation or warranty made by Seller or any other person on Sellers behalf. Confidentiality Statement In order to maintain the integrity and credibility of the risk assessment processes and to protect the parties involved, it is understood that the assessors will not divulge to unauthorized persons any information obtained during this risk assessment unless legally obligated to do so.

 TIMELINESS: Seller shall not incur, be responsible or liable for liability of any nature whatsoever for any delay or timeliness in performing Service/Goods or any loss, cost, or damage arising there from is such loss, cost damage, delay, or failure is attributable in whole or in part to any cause or any causes.

WARRANTIES: The Seller is not a manufacturer of equipment and parts.  The Seller may administer warranties issued by the manufacturer, the buyer acknowledges and agree that any express warranties by the manufacturer for the equipment and parts are not the responsibility of the Seller.  The seller will pass through to the buyer the manufacturer’s warranty to the extent permitted by the terms of such warranty; and the manufacturer’s warranty will be subject to all conditions, exclusions, and exclusive remedies set forth therein. Please refer to manufacturer parts warranty.  The manufacturer’s warranty contains limitations and Buyer may incur certain repair, transportation, or other charges by the Seller which are not covered by the manufacturer’s warranty.  The Seller by virtue of having sold the equipment under this agreement, has not made and does not make any representation or warranty, expressed or implied, as to condition, compliance with specifications, or regulations, quality, durability, suitability, merchantability, fitness for use or fitness for a particular purpose. Buyer shall notify Seller in writing of any alleged defect in goods and/or service, at the time of occurrence.  Seller is not liable for any damages (whether ordinary, special, or punitive), arising from any failure of the equipment to operate or the faulty operation of the equipment, or the installation, operation, service repair, timeliness of repair, or use of the equipment by Seller or any person operating or repairing on behalf of Seller.

AS IS/AS AVAILABLE Seller is not liable for any damages (whether ordinary, special, or punitive), arising from any failure of the equipment to operate or the faulty operation of the equipment, parts, installation, operation, service repair, timeliness of repair, or use of the equipment by Seller or any person operating or repairing on behalf of Seller.  Buyer is purchasing Goods on the basis of its own due diligence and investigation of the Equipment, its capacities, capabilities, value and Buyer's intended use thereof; Buyer has inspected the Equipment and is acquiring the Equipment "as is, where is, with all faults” there being no representations, warranties, or guarantees by seller, including without limitation, any warranty of merchantability or warranty of fitness for any particular use.  Goods, including but not limited to equipment and parts are sold on an “as is” and “as available” basis.

 REGULATION: The buyer shall comply with and conform to all applicable laws, regulations, ordinances, rules and orders of any governmental entity including but not limited to OSHA laws, government laws, and requirements outlined in the manufacturer’s operation and maintenance manual.  The aforementioned requirements must be followed and documented by the end user, or the limited warranty provided is void and Seller shall not be liable incidental or consequential damage relating to goods and services.

Seller is indemnified and reserves the right to refuse service on equipment damaged due to abuse/misuse, alteration or modification, 3rd party interference, use of non certified manufacturer’s service personnel, use of non-standard parts, improper installation, usage beyond recommended operating parameters, repair outside the scope of manufacturer guidelines, theft, neglect, fire, water, casualty, or other natural force are not covered under this Agreement.

DISCLAIMER OF WARRANTIES: Seller is not a manufacturer of equipment and parts.  Although Seller may administer warranties issued by the manufacturer, buyer acknowledges and agree that any express warranties by the manufacturer for the equipment and parts are not the responsibility of Seller. The manufacturer’s warranty contains limitations and buyer may incur certain repair, transportation, or other charges by Seller which are not covered by the manufacturer’s warranty.  Seller by virtue of having sold the equipment under this agreement, has not made and does not make any representation or warranty, expressed or implied, as to condition, compliance with specifications, or regulations, quality, durability, suitability, merchantability, fitness for use or fitness for a particular purpose.

Waiver: Unless prohibited by Law, Seller and buyer each knowingly, unconditionally and irrevocably waive trial by Jury with the respect to any action, claim, suit, or proceeding, whether sounding in contract, tort or otherwise, in respect of, arising out of, related to, or incidental to the relationship established between them (or as to any third parties) in connection with this agreement, any other document or agreement executed or delivered in connection herewith, or the parties’ conduct.

 INDEMNIFICATION; WAIVER OF IMMUNITY: THE SELLER WILL NOT ACCEPT ANY LIABILITY FOR AND THE BUYER SHALL INDEMNIFY, RELEASE, DEFEND, AND HOLD HARMLESS THE SELLER AND ANY ENTITY AFFILIATED IN ANY WAY WITH THE SELLER FROM ANY DEMANDS, CLAIMS, DAMAGES (REGARDLESS OF WHAT THEY MAY BE, INCLUDING, BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL), LIABILITIES, LOSSES AND EXPENSES (WHETHER KNOWN OR UNKNOWN, PRESENT OR FUTURE), ANY AND ALL LIABILITY, OF AND FROM ANY AND ALL TYPE OF SUITS, ACTIONS, OR CAUSES OF ACTION (INCLUDING BUT NOT LIMITED TO SUITS FOR CONTRIBUTION AND/OR INDEMNITY AND ALL SUITS IN LAW, IN EQUITY, OR UNDER STATUTE, OF WHATEVER KIND OR NATURE) ON ACCOUNT OF OR IN ANY WAY ARISING OUT OF ACTS OR OMISSIONS OF THE BUYER, ITS AGENTS, CONTRACTORS, EMPLOYEES OR ANY PERSON UNDER THEIR CONTROL AND RELATING IN ANY WAY TO THE GOODS AND/OR SERVICES PROVIDED UNDER A QUOTATION OR THE EQUIPMENT RELATED THERETO, INCLUDING BUT NOT LMITED TO THE BUYER’S USE, INSTALLATION, INCORPORATION OR SELECTION THEROF. THE BUYER HEREBY WAIVES ANY IMMUNITY OR DEFENSE UNDER APPLICABLE WORKER’S COMPENSATION LAWS OR OTHER LAWS THAT WOULD OTHERWISE LIMIT THE BUYER’S OBLIGATIONS HEREUNDER.

 LIMIT OF LIABILITY: Seller’s total aggregate liability to Buyer for any loss claim, cost, charge, expense, liability and/or damage (including reasonable legal costs and attorneys’ fees) arising out of or resulting from Seller’s provision of Services and/or Goods under these Terms and Conditions, whether arising in contract, tort (including negligence whether passive or active), warranty, strict liability or otherwise, shall in no case, exceed an amount equal to one hundred percent (100%) of any payment received from Buyer for such Services and/or Goods. The limitation of liability shall not apply to or be reduced by Seller’s indemnity obligations. FURTHER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS, SELLER WILL NOT BE LIABLE TO BUYER FOR ANY LOSS OF PROFIT, LOSS OF USE, LOSS OF PRODUCTION, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND, ARISING FROM ANY CAUSE, FOR ANY REASON, OR CLAIMED UNDER ANY THEORY OF LAW, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 Confidentiality: Without limitation, Buyer shall not, at any time disclose to any other person or entity any information provided to Buyer relating to the business of Seller including without limitation, plans and specifications and any other inventions, devices, formulas, processes, programs, software, listings, print-outs, documentation, notes, charts, manuals, programming aids, source codes, object codes, compilations, technology, know-how, price lists, costs, policies, techniques, trade practices, accounting methods, methods of operation or other data that Seller considers confidential, and trade secrets of every kind relating to Seller’s business, whether or not patentable or copyrightable. Such information shall remain the exclusive property of Seller and shall be destroyed or returned to Seller upon request at any time. Further, these Terms and Conditions do not constitute a license or authorization of any kind for Buyer to use any of the trademarks or trade names owned or licensed by Seller.