Red Wolf Reliability COMPANY, INC.
TERMS AND CONDITIONS
Each quote issued by Red Wolf Reliability Company, Inc. (formerly Pioneer Engineering) and the acceptance of any purchase order by Red Wolf Reliability for Red Wolf Reliability services or services shall be governed by the following Terms and Conditions. Any order accepted by Red Wolf Reliability shall be referred to herein as the “purchase order”. Please note that products of Red Wolf Reliability’s Voyager Instruments subsidiary are covered separately by the Voyager Instruments Terms and Conditions of Sale and not by these Terms and Conditions.
1. GOVERNING TERMS AND CONDITIONS. EXCEPT FOR AN ORDER WHICH SPECIFIES ONLY QUANTITY AND REQUESTED DELIVERY TERMS AND IS PART OF AN ACCEPTED ORDER, NO OTHER TERM WHICH DIFFERS FROM OR ADDS TO THESE TERMS AND CONDITIONS SHALL BE BINDING UPON SELLER. ANY OTHER OR DIFFERENT TERMS AND CONDITIONS PROPOSED BY BUYER ARE HEREBY EXPRESSLY REJECTED. THE PLACEMENT BY BUYER OF ANY ORDER SHALL CONSTITUTE ACCEPTANCE OF THESE TERMS AND CONDITIONS.
2. PAYMENT TERMS. All payments shall be made in U.S. funds. Red Wolf Reliability may extend or withhold credit to Buyer in Red Wolf Reliability’s sole discretion. Where credit is extended to Buyer, terms of payment shall be net thirty (30) days from date of invoice. Credit may be withdrawn or subsequent shipments held by Red Wolf Reliability at any time for late payment. Buyer shall pay interest at the rate of 2.0% per month from date of invoice for late payment. Red Wolf Reliability’s prices are exclusive of all taxes and duties. Without limitation of the foregoing, responsibility for all customs duties and charges, sales taxes, use taxes, value-added taxes and any other taxes imposed by any federal, state, local or municipal taxing authority (excluding any taxes solely on Red Wolf Reliability’s income), shall be borne solely by Buyer.
3. RIGHTS IN PROPERTY. Buyer acknowledges and agrees that all right, title and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, results of non-recurring engineering services, designs, validation studies, procurement information, bills of material, concepts, research, materials and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by the Red Wolf Reliability individually or jointly with others pursuant to this purchase order or related in any way to the business or contemplated business, services, activities, research or development of Red Wolf Reliability or result from any work performed by Red Wolf Reliability for the Buyer (in each case, regardless of when or where the work product is prepared or whose equipment or other resources is used in preparing the same), all rights and claims related to the foregoing, and all printed, physical and electronic copies and other tangible embodiments thereof (“Work Product”), as well as any intellectual property rights therein and all improvements thereto shall be the sole and exclusive property of Red Wolf Reliability. The Buyer acknowledges that, to the extent permitted by law, all Work Product consisting of copyrightable subject matter is “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by Pioneer. To the extent that the foregoing does not apply, the Buyer hereby irrevocably assigns to Red Wolf Reliability, and its successors and assigns, for no additional consideration, the Buyer’s entire right, title and interest in and to all Work Product and intellectual property rights therein, including, without limitation, the right to sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained herein shall be construed to reduce or limit Red Wolf Reliabilitys right, title or interest in any Work Product or intellectual property rights so as to be less in any respect than Red Wolf Reliability would have had in the absence herein.
4. COMPLIANCE WITH LAWS. Buyer represents and covenants that, at all times, Buyer’s use, sale, marketing and export of all Red Wolf Reliability services shall be in accordance with all applicable laws, rules, and regulations of the United States and of any other applicable jurisdictions, including without limitation, the U.S. Foreign Corrupt Practices Act and all applicable export laws, restrictions and regulations of the United States or any applicable foreign government, agency or authority. Buyer will not export or re-export, or authorize the export or re-export of any Pioneer product, technology or information it obtains or learns from Pioneer in violation of any laws, restrictions or regulations.
5. APPLICABLE LAW. The validity, performance and construction of this contract shall be governed by the internal laws of the State of Colorado, United States of America, without regard to principles of conflicts of law. THE RIGHTS AND OBLIGATIONS OF THE PARTIES WITH RESPECT TO THIS QUOTE AND ANY PURCHASE ORDER ISSUED FOR PIONEER PRODUCTS SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
6. CANCELLATION. Accepted orders may be cancelled subject to the provisions of this Section 6. We require a minimum of twenty (20) business days’ notice for a penalty free cancellation.
a) If cancellation is made within twenty (20) business days, but outside of ten (10) days, the penalty is 20% of the quoted service fee (expenses excluded) and will be invoiced immediately.
b) If cancellation is made within ten (10) business days, but outside of three (3) business days, the penalty is 40% of the quoted service fee (expenses excluded) and will be invoiced immediately.
c) If cancellation is made within three (3) business days, the penalty is 60% of the quoted service fee and will be invoiced immediately.
d) If work is re-scheduled after a cancellation penalty has been assessed, a discount of one-half (1/2) of the penalty will be applied to the new quotation.
7. SPECIAL CONSIDERATIONS TO RATES.
a) Rates apply during regular business hours weekdays from 7:00 a.m. to 5:00 p.m. local time.
b) Outside normal business hours will be charged at time and a half.
c) Federal Holiday rates will be triple time.
d) Emergency callout time will be calculated from departure to return based on responding employee’s location at the time of callout.
e) Work will be considered emergency callout when work is required within a 24-hour period of receiving a purchase agreement. Emergency callout will be charged at time and a half from door to door.
f) If requested by purchaser to remain on-call for immediate mobilization a rate of $120 per hour for the duration of the on-call period will be charged. If work is delayed while on-site rate will be the same as the job hourly rate.
8. SCHEDULING. No scheduling will be confirmed until a purchase agreement has been received. A Purchase Order to credit card referencing these terms and conditions are considered acceptable purchase agreements.
9. ARBITRATION. Any dispute or claim arising out of or pursuant to this quote or any purchase order for Pioneer services shall be submitted to final and binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”) by one arbitrator appointed in accordance with the Rules. The site of such arbitration proceedings shall be in Fort Collins, CO. Judgment upon any award rendered in such arbitration may be entered in any court of competent jurisdiction. This provision shall not limit either Red Wolf Reliability’s or the Buyer’s right to obtain any provisional or equitable remedy, including, without limitation, injunctive relief from any court of competent jurisdiction, as may be necessary in the sole judgment of Pioneer or the Buyer, as the case may be, to protect its rights hereunder.
10. SEVERABILITY. If any term, provision, covenant or condition of this contract is held to be invalid, void or unenforceable by a court of competent jurisdiction, the remainder of this contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
11. ASSIGNMENT. This contract shall not be assigned by Buyer without the prior written consent of Red Wolf Reliability. If consent is given, this contract shall be binding upon and inure to the benefit of the assigns.
12. ENTIRE AGREEMENT. THIS CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO THE SALE OF SERVICES DESCRIBED HEREIN AND SUPERSEDES ALL PREVIOUS COMMUNICATIONS, REPRESENTATIONS OR AGREEMENTS, EITHER ORAL OR WRITTEN. THIS AGREEMENT MAY BE CHANGED ONLY BY A MODIFICATION, IN WRITING, SIGNED BY THE BUYER AND A DULY AUTHORIZED Red Wolf Reliability REPRESENTATIVE. NO COURSE OF DEALING OR TRADE PRACTICE SHALL ACT TO MODIFY OR INTERPRET ANY TERMS EXPRESSED IN THIS AGREEMENT.