Terms and Conditions

Governing Terms
These Terms and Conditions of Sale (“Terms”) apply to and govern the sale by Resources Unlimited, LLC, an Iowa limited liability company (“RU, LLC”) of all items and services (“Purchased Items”) purchased from RU, LLC. RU, LLC offers to sell Purchased Items solely pursuant to these Terms and any acceptance of Purchased Items from RU, LLC is expressly subject to and limited by these Terms. Any additional or different terms proposed by Buyer in any offer, acceptance, confirmation, or other document are hereby specifically rejected by RU, LLC and do not bind RU, LLC.

Prices; Added Charges
The prices for Purchased Items are those established by RU, LLC. The established prices are good only for a period of 30 days. In the event delivery, for any reason out of RU, LLC’s control (by way of example and not limitation – labor shortages, materials shortages, and supply chain and delivery issues) is not made prior to the end of the 30-day period, the prices may be subject to increase to reflect then-current prices. RU, LLC may be required by law to collect sales, F.E.T., or other taxes on Purchased Items shipped to states, where applicable. If tax exempt, a copy of Buyer’s tax-exempt certificate must accompany Buyer’s order. If Buyer requests expedited processing, to the extent RU, LLC is able, there will be an additional charge in an amount determined by RU, LLC. This fee is in addition to other shipping and charges.

Acceptance of Orders; All Sales Final; Order Cancellation or Change
All orders are subject to acceptance by RU, LLC, in RU, LLC’s discretion. RU, LLC will not ship Purchased Items for unaccepted orders. All sales are final, unless agreed upon before order is made. Buyer may not cancel or change an order for Purchased Items, except upon the written consent of RU, LLC. If Buyer cancels or changes an order for Purchased Items, Buyer will reimburse RU, LLC for all work-in-process, materials, subcontractor costs, vendor costs, internal labor costs, and any other costs of RU, LLC associated with the cancelled or changed order, and will be liable to RU, LLC for lost profits and any other consequential and other damages incurred by RU, LLC as a result of such cancellation or change.

Payment
All payments for Purchased Items must be paid within the time period determined by RU, LLC. RU, LLC accepts American Express, Discover, Visa, MasterCard, bank debits, and payments by phone or mail. If extended by RU, LLC to Buyer, RU, LLC, at any time, may change or withdraw Buyer’s credit or impose security or other arrangements to secure Buyer’s payment. All amounts past due will incur a late charge of 1.5% per month. To secure payment by Buyer, Buyer grants RU, LLC a first-priority security interest in all Purchased Items sold to Buyer until the date the amount for such Purchased Items has been paid. Until such time as Buyer has made payment, in full, to RU, LLC, including late fee and other charges of RU, LLC, RU, LLC, if it so elects, may retake from Buyer possession of the Purchased Items, wherever located, by legal process or self-help; and Buyer agrees to provide to RU, LLC access to and possession of the Purchased Items in the event RU, LLC determines it must retake possession of the Purchased Items. The remedies of RU, LLC provided in these terms are not exclusive and RU, LLC may, in addition to retaking possession of the Purchased Items, avail itself to all other rights and remedies, at law, in equity, or otherwise.

Title; Risk of Loss
All Purchased Items are sold FOB from such location determined by RU, LLC. Title to and risk of loss of Purchased Items will pass to Buyer upon delivery to the carrier at such location determined by RU, LLC.

Shipping
All shipments are made by the means determined by RU, LLC, in its discretion. To ensure delivery of orders, Buyer must provide RU, LLC Buyer’s delivery address and telephone number. RU, LLC is not responsible for incomplete or inaccurate information provided by Buyer.

Inspection
Any Buyer claims related to Purchased Items shipped related to quantity, quality, or damages must be made, in writing, by Buyer to RU, LLC within 3 days of receipt of Purchased Items. Buyer will be deemed to have accepted Purchased Items absent written notice to RU, LLC within the allowed 3-day period. All claims for damages or loss in transit must be made with the carrier.

Breach
Any one of the following acts by Buyer will be a material breach by Buyer of these Terms:
(a) Buyer fails to pay for any Purchased Items when due;
(b) Buyer fails to accept conforming Purchased Items;
(c) the filing of a voluntary or involuntary petition in bankruptcy against Buyer, Buyer’s insolvency, or an assignment for the benefit of creditors of Buyer; or
(d) Buyer’s failure to provide adequate assurance of performance within 3 days after demand by RU, LLC.
In the event of a breach, RU, LLC, in addition to all other rights or remedies under these Terms, at law, or in equity and without liability to Buyer, may terminate its obligations by written notice to Buyer. Buyer will pay all costs, including reasonable attorneys’ fees, incurred by RU, LLC because of Buyer’s breach.

Warranty Disclaimer
AS TO ALL PURCHASED ITEMS, RU, LLC MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

Limitation of Liability
RU, LLC WILL, IN NO EVENT, BE LIABLE TO BUYER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING FROM OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREUNDER, EVEN IF RU, LLC KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL RU, LLC’S TOTAL LIABILITY FOR ANY CLAIM (INCLUDING ANY WARRANTY CLAIM), WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL THEORY, EXCEED THE TOTAL AMOUNT BUYER PAID TO RU, LLC FOR THE PURCHASED ITEMS GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

Acknowledgment
Buyer acknowledges RU, LLC has agreed to sell Purchased Items to Buyer, in reliance on the limitations of liability, disclaimer of warranties, exclusive remedies, and all other provisions of these Terms, and such provisions form an essential basis of the bargain between the parties, without which RU, LLC would not have agreed to sell Purchased Items to Buyer.

Indemnity
Buyer will defend, indemnify, and hold harmless RU, LLC and its owners, managers, officers, employees, and agents from and against any losses, damages, claims, liabilities and expenses, including attorneys’ fees, arising from or related to Buyer’s or Buyer’s customers’ purchase or use of Purchased Items.

Intellectual Property
All Purchased Items, designs, devices, software, firmware, documents, data, processes, methods and other items designed, developed or produced by RU, LLC in connection with any Purchased Items are the sole property of RU, LLC and are not “works made for hire” or “commissioned works.” RU, LLC retains all patents, copyrights, trade secrets, and other intellectual property rights with respect to any design, process, manufacturing, and other technologies used in or resulting from the development or production of Purchased Items. Neither Buyer nor any other person has any right or license in or to any patent, copyright, trade secret or other intellectual property right not expressly granted by these Terms.

Confidential and Proprietary Information
All information Buyer obtains, directly or indirectly, from RU, LLC which Buyer knows or should know is confidential to RU, LLC will remain RU, LLC’s confidential information. Buyer may not disclose such information to any person.

Privacy; Data Security
RU, LLC, does not collect personal data other than as necessary for Buyer to complete purchase of Purchased Items. Buyer acknowledges and agrees online data transmission and storage are not entirely secure and there are risks of unauthorized access. By purchasing the Purchase Items or otherwise transacting business with RU, LLC, Buyer acknowledges and accepts the inherent risks and limitations of data security. Buyer specifically assumes all risks, liabilities, and potential damages and losses regarding the transmission and storage of personal data provided to RU, LLC. RU, LLC employs usual security measures, but those cannot guarantee data security. Third parties affiliated with RU, LLC or for whom RU, LLC provides services related to the Purchased Items may collect and retain personal information. RU, LLC is not liable to Buyer for any such personal data collected and retained and Buyer agrees to only look to such third parties in the event of any losses or damages.

Legal Compliance
Buyer will comply with all applicable laws, regulations and administrative rules governing the purchase and sale of Purchased Items, including export and import laws.

Assignment
Buyer may not assign any of its rights or delegate any of its obligations under these Terms, whether voluntarily, by operation of law, by merger, reorganization, asset sale, stock sale or otherwise, without RU, LLC’s prior written consent, and any purported assignment or delegation without consent will be null and void. RU, LLC may assign its rights and/or delegate its obligations under these Terms in its discretion and without notice to Buyer. Subject to the foregoing, these Terms bind each party and its successors and permitted assigns.

Force Majeure
RU, LLC will not be liable for any delay or failure by RU, LLC to furnish Purchased Items due to causes beyond its control, such as acts of God, fires, epidemics, pandemics, floods, riots, wars, terrorism, labor disputes, governmental actions or the inability to obtain sufficient materials, labor, components, energy, services, facilities or transportation on commercially reasonable terms.

Waiver
RU, LLC’s waiver of any right it may have or any default by Buyer will not be a continuing waiver of such right or default or a waiver of any other right RU, LLC may have under these Terms. No waiver by RU, LLC will be effective except pursuant to a writing signed by RU, LLC.

Governing Law; Venue
The laws of Iowa will govern the validity, performance, and construction of these Terms and any disputes arising from or relating to these Terms or the Purchased Items. All disputes will be subject to the exclusive jurisdiction of the state or federal courts in and for Sioux County, Iowa, and Buyer consents to the personal and exclusive jurisdiction and venue of these courts and waives defenses of inconvenience or lack of jurisdiction.

Entire Agreement; Amendment
These Terms constitute the entire agreement between Buyer and RU, LLC regarding the Purchased Items and expressly supersede and replace any prior or contemporaneous agreements relating thereto. These Terms may not be superseded, cancelled or amended except in a writing signed by each party. No other act, course of dealing, course of performance or usage of trade will supersede, cancel, modify or amend these Terms. If any provision of these Terms is determined to be invalid or unenforceable, such provision will be enforced to the fullest extent possible and the remaining provisions will remain in full force and effect.