Definitions:

“Seller”

means Rockway, Inc.

“Buyer”

means the customer of Rockway, Inc.

“Terms” and “Contract”

means the Terms and Conditions of Sale, a legally binding agreement for the sale of Products by Seller to Buyer.

“Products”

means goods of any description under this contract, including parts, components, and ingredients of any materials incorporated into the products.

Acceptance

These Terms, together with information contained in Seller’s written product order, quotation, acknowledgment and/or invoice shall constitute the entire agreement and understanding of Seller and Buyer for the purchase and sale of Seller’s Products. Buyer must review acknowledgment for accuracy, and notify Seller immediately of any discrepancies. Buyer’s acceptance of delivery of or payment for any product is Buyer’s acceptance of all Terms.

Intellectual property

All content and materials on our website, including text, graphics, logos, images and software, are the property of ESTROTECT^™ or its affiliates and are protected by copyright, trademark and other intellectual property laws. You may not copy, distribute, modify or create derivative works of any content or materials on our website without our prior written consent.

Price

All quotations and order acknowledgments, written, verbal, or facsimile, are based on today’s costs. In the case of annual purchase orders, if costs vary in any way prior to the completion of an order, the prices will be those in effect at the date of shipment. Prices exclude all freight, insurance, and delivery charges, and all taxes or duties, unless otherwise expressly indicated in writing by the Seller.

Quotations

Quotations by the Seller, unless otherwise stated or agreed by the Seller in writing, will be open for acceptance for a period of thirty (30) days after the date of the quotation.

Payment

On establishing an account and credit with Seller, all invoices are payable within thirty (30) days of the invoice date in U.S. dollars by check, ACH, or wire transfer, without discount or deduction of any kind. Failure to pay by the due date may result in revoking of credit and require prepayment prior to shipment of products. The Buyer shall pay interest on any unpaid balance at a rate of up to 1 ½ percent per month (or at the highest rate permitted by applicable laws, if lower) from the payment due date. The Buyer agrees to pay all collection costs, expenses and reasonable attorneys’ fees and court costs for collection of any amount due and unpaid. The Seller may, in its sole discretion, cancel or suspend deliveries of ordered Products if the Buyer fails to pay when due. The Buyer hereby grants to the Seller a purchase money security interest in the Products until the Seller has been fully paid. The Buyer shall assist the Seller in taking the necessary action to perfect and protect the Seller’s security interest.

Risk; Title; Delivery

Unless otherwise agreed upon in writing by the Buyer and the Seller, all Products shall be shipped FCA Seller’s facility (lncoterms 2020, as updated from time to time). All orders shall be shipped via the Seller’s choice of carrier unless otherwise specified by the Buyer. If Buyer uses their own carrier and broker, Buyer is responsible for all additional costs. Product delivery shall occur and title and risk of loss or damage in transit, or thereafter, shall pass to the Buyer upon the Seller’s placement of Products with the carrier. Distributor shipment destination must be within the Distributor’s Territory. The Seller agrees to use reasonable commercial efforts to deliver Products to the Buyer by the purchase order date, but delay of delivery shall not be construed as a breach of the Buyer’s purchase order. The Seller may ship Products in lots, based on the size of orders and the availability of Products. No nonconformity or defect in any lot will constitute a breach of Buyer’s entire purchase order.

Damage in Transit

When shipments leave Seller’s facility, they are in good condition, or the carrier will not accept them. Upon receipt of delivery Buyer shall inspect Product for evidence of damage or loss before signing for any shipment and Buyer shall not accept any shipment that has apparent damage until the carrier acknowledges such damage in writing. Buyer shall keep original packing materials and documents until Product has been fully examined. If Buyer is responsible for freight costs or designates or arranges Product shipment with a specific carrier, Buyer is responsible for filing a damage claim with that carrier. For any shipment of which freight is paid by Seller, Buyer shall notify Seller immediately of all damage claims so that Seller can arrange an inspection and file a claim with the carrier.

Errors and Shortages; Claims/Complaints

The Buyer will inspect all deliveries of goods as they are received and report within seven (7) business days to the Seller any alleged error, shortage, defect, or nonconformity of such goods. Any claim of faulty goods must be accompanied by samples to illustrate the fault. Failure by the Buyer to inspect and report the above will constitute a waiver by the Buyer of any claim or right of the Buyer against the Seller with respect to such error, shortage, defect, or nonconformity. The Seller will have the option of replacing or crediting the invoice value of the goods delivered to the Buyer which are shown to be defective or nonconforming.

Returns

Authorization to return products purchased from Seller must be obtained from Seller prior to any such return. Buyer should contact Customer Support to obtain a Return Authorization Number. Any discrepancies with products or billing must be reported to our office within ten (10) days. Merchandise may be returned for credit twenty (20) days from invoice date, unmarked in original sealed containers accompanied by invoice. A 25% restocking fee will be applied to all items returned after this date. IF RETURN IS DUE TO AN ERROR ON OUR PART, we will allow full credit, refund, or replacement. IF RETURN IS DUE TO AN ERROR ON YOUR PART (or you have changed your mind), credit, refund, or replacement, with a restocking fee, is at the sole discretion of the Seller. Returned products will be credited at the net invoice price at the time of purchase. Returned product must be in marketable condition. Damaged products (or partial cases) are not acceptable for return. No requests for Return Authorization will be accepted after ninety (90) days from the Invoice date. Discontinued products may not be returned, regardless of age. Any returned products must be shipped to Seller, freight prepaid, at Buyer’s expense.

Liability

It is the sole and exclusive responsibility of the Buyer to determine the suitability of any and all Products purchased from the Seller for Buyer’s intended purposes and uses. The Seller warrants that the products sold hereunder conform to the Seller’s applicable specifications for such products (subject to Seller’s standard tolerances for variations). Under no circumstances will the liability of the Seller to the Buyer exceed the invoice value of the product. Under no circumstances will the Seller have any liability for —

1. any defects resulting from wear and tear, accidents, or improper use or storage after delivery;
2. any products that have been altered after delivery;
3. any information in the Seller’s catalogs or other advertising or informational materials since they are intended only to convey a general idea of the product and not to form any part of the contract.

Warranty

Please see our warranty on our website at www.estrotect.com.

LIMITS ON LIABILITY

IN NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, SHALL THE SELLER BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR COSTS OF COVER ARISING OUT OF THE SELECTION, ORDER, PURCHASE, USE, RESALE OR DISTRIBUTION OF THE PRODUCTS COVERED HEREBY OR ANY OTHER ACTION ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, TRANSPORTATION, INSTALLATION, USE OR REPAIR OF THE PRODUCTS SOLD BY THE SELLER, EVEN IF THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OR IN FACT KNOWS OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR THE SELLER SHALL NOT BE LIABLE FOR LOSS OF PROFITS, SAVINGS OR REVENUE, DAMAGE TO OR LOSS OF ANIMALS, DAMAGE TO REPUTATION, LOSS OF USE OF A PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTED GOODS, EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME AND THE CLAIMS OF THIRD PARTIES INCLUDING THE BUYER’S CUSTOMERS.

THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT THE SELLER’S LIABILITY AND THE BUYER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING IN CONNECTION WITH THIS CONTRACT OR THE SALE OR USE OF THE PRODUCTS IS EXPRESSLY LIMITED TO, IN THE SELLER’S SOLE DISCRETION, REPLACEMENT OR REPAIR OF OR REFUND OF THE PURCHASE PRICE FOR THAT PORTION OF THE PRODUCT WITH RESPECT TO WHICH DAMAGES ARE PROVED. UNDER NO CIRCUMSTANCES WILL THE SELLER’S LIABILITY TO THE BUYER AND/OR TO THE BUYER’S CUSTOMER OR ANY THIRD PARTY EXCEED THE INVOICE VALUE OF THE PRODUCT.

FORCE MAJEURE

The Seller shall not be liable for loss or damage of any kind resulting from any delay in delivery or failure to supply ordered Products or otherwise fulfill its obligations under this Agreement due to causes beyond its control. The Seller reserves the right, in its sole discretion and without liability to the Buyer, to reasonably allocate its available production capacity and Product inventories as may be necessary or equitable in the event of any shortage.

MISCELLANEOUS

The Buyer shall comply with all federal, state and local laws, regulations and ordinances applicable to its business and activities and shall indemnify the Seller for any and all claims, damages, penalties, assessment and liabilities imposed on the Seller relating to or resulting from the Buyer’s failure to comply with such applicable laws, regulations and ordinances. Any assignment of the Buyer’s rights or obligations hereunder shall be void without the Seller’s prior written consent. These terms and conditions may be amended or terminated at any time by the Seller. The Seller reserves the right to modify or discontinue any of its Products at any time. Nothing in these terms and conditions is intended to benefit any party other than the Buyer and the Seller. The invalidity or unenforceability of any provision, term or condition of this Contract shall not affect the validity and enforceability of the remainder of the provisions, terms or conditions. Failure by the Seller to exercise or enforce any rights under this Contract shall not be deemed to be a waiver of any such right nor operate to bar the exercise or enforcement of such right at any time thereafter.

GOVERNING LAW and JURISDICTION

This Contract, and any claims or disputes related to this Contract, shall be governed by the laws of the state of Wisconsin. All actions or proceedings under or relating to this Agreement shall be subject to the exclusive jurisdiction of a state, federal or comparable court located in St. Croix County, Wisconsin; provided, however, that in the Seller’s sole discretion such an action may be heard in some other place designated by the Seller if necessary to acquire jurisdiction over third parties so that the dispute can be resolved in one action. The Buyer hereby agrees to appear in any such action, consents to the jurisdiction of such courts and waives any objections it might have as to venue in any such court.