Terms & Conditions

These Terms and Conditions shall apply to the sale of all equipment and goods listed on this invoice (the “Goods”) unless otherwise agreed in writing by the purchaser (“Purchaser”) and an authorized officer of RCI Engineering, LLC (“RCI”). Any terms or conditions contained on a purchase order or other writing by the Purchaser shall be binding upon RCI only as far as they do not vary or add to these Terms and Conditions.

1. DELIVERY AND ACCEPTANCE. Unless otherwise expressly provided, the prices shown are F.O.B. point of shipment. Risk of loss of the Goods passes from RCI to the Purchaser upon delivery of the Goods to a carrier at the F.O.B. point. Purchaser shall be deemed to have accepted the Goods as conforming to the contract if Purchaser does not notify RCI to the contrary in writing within 5 days after delivery of the Goods to Purchaser. All sales are final.

2. PAYMENT. Unless otherwise specified, payment of the purchase price is due and payable in cash, business check, or bank wire transfer (U.S. Dollars) at the time of shipment by the terms on the sales order confirmed by RCI and stated on the invoice. Title of the Goods passes to the Purchaser only upon payment of all amounts owing under this Invoice. All amounts which are past due will be subject to an interest charge of 1.5% per month (18% per annum) from the shipment date. Invoices are payable at RCI Engineering, LLC, 208 River Knoll Drive, Mayville, Wisconsin, 53050.

3. SECURITY AGREEMENT. Purchaser hereby grants RCI a security interest in Goods to secure payment of all sums due under this invoice, and Purchaser agrees to execute any documents reasonably required by RCI for perfection of this security interest. Purchaser shall not sell, dispose of, attempt to convey, or remove the Goods from the county where originally delivered until invoice is paid in full.

4. GOVERNING LAW; JURISDICTION AND VENUE; ATTORNEY FEES. The laws of the State of Wisconsin shall govern this contract. In the event of legal action, Purchaser hereby consents to jurisdiction and venue in the Circuit Court of Dodge County, Wisconsin. In the event of legal action or arbitration between RCI and Purchaser, under this invoice or otherwise, the prevailing party shall be entitled to recover its attorneys’ fees, costs and other expenses from the party who does not prevail.

5. ARBITRATION.
5.1 ANY claim between the parties, under this invoice or otherwise, shall be determined by arbitration commenced in accordance with Wis. Stat. Ch. 788. All statutes of limitations, which would otherwise be applicable, shall apply to the arbitration proceeding. There shall be one arbitrator agreed upon by the parties or selected by the administrator of the American Arbitration Association (AAA) office in the state of Wisconsin. The arbitrator shall be an attorney with at least 10 years’ experience in commercial law in the Dodge County, Wisconsin area, which shall be the venue of arbitration. Any issue about whether a claim is subject to arbitration shall be determined by the arbitrator. Notwithstanding the above, RCI may, but shall not be required to submit to arbitration any claim in which the principal relief sought by RCI is recovery of the purchase price of the Goods. RCI may commence legal action against the Purchaser on any such claim in a court of competent jurisdiction, but may elect, prior to judgment on such claim, to arbitration without having waived such right by commencing suit.

5.2 In the event RCI seeks to maintain a claim against a third party for recovery of all or part of a claim made by Purchaser against RCI, both parties shall take all measures reasonably possible to effect joinder of the third-party claim in any arbitration proceeding commenced under this Paragraph 5. If joinder of the third-party claim is not effected, then at the option of RCI, all claims shall be determined in a court of competent jurisdiction. If RCI, is made a party to any lawsuit of arbitration proceeding involving a third party which in any way relates to this Invoice or the Goods, Purchaser agrees that it may be joined as a party in such lawsuit or in such arbitration proceeding, the results of which shall be final and binding in accordance with the terms of this paragraph 5.

5.3 The arbitration shall be conducted in accordance with the AAA Commercial Arbitration Rules in effect on the date hereof. There shall be no discovery of dispositive motions (such as motions for summary judgment or the like), except the arbitrator shall authorize such discovery as may be shown to be necessary to ensure a fair hearing, and no such discovery permitted by the arbitrator shall extend the time limits contained herein. The arbitrator shall not be bound by the rules of evidence or civil procedure. The arbitrator shall hold a private hearing within 120 days of the arbitration demand; conclude the hearing within three days; and render a written decision within 14 calendar days of the hearing. These time limits are not jurisdictional. In making the decision and award, the arbitrator shall apply applicable substantive law and shall make a brief statement of the claims determined and the award made on each claim. Absent fraud, collusion or willful misconduct by the arbitrator, the award shall be final, and judgment may be entered in any court having jurisdiction thereof. The arbitrator may award attorneys’ fees and costs to the prevailing party but shall not have the power to award punitive or exemplary damages.

6.  DELIVERY AND DELIVERY DELAYS.  Delivery estimates represent RCI’s best judgment based upon information received from manufacturers and suppliers. In no event shall RCI be liable for incidental damages, consequential damages, lost profits, or loss of use of the Goods due to delay in delivery.  Purchaser or Receiver is responsible for verifying all Goods upon receipt from shipping.  If there are any discrepancies regarding shipping damages, this must be noted before acceptance of Goods from the shipping company.  If notice is not possible, the purchaser or receiver must take pictures and document any damage as soon as product is received and retain all shipping documents and packaging until any claims are completed.  Failure to do so will result in acceptance of loss by Purchaser or Receiver.

7. ADDITIONAL TAXES. In addition to the prices specified, Purchaser shall pay any federal, national, state, provincial, local, and other taxes (including without limitation any goods and services, sales, use, excise, gross receipts, compensation, transaction or similar taxes, but excluding taxes on net income) and duties, together with any penalties and interest thereon imposed by reason of the sale of the Goods by RCI to Purchaser.

8. WARRANTIES AND WARRANTY DISCLAIMER AND LIMITATIONS.

8.1 NEW AGRICULTURAL IMPLEMENTS, ATTACHMENTS FOR AGRICULTURAL EQUIPMENT, AND PLOT RESEARCH EQUIPMENT
8.1.1 RCI warrants new RCI implements, to the Original Retail Purchaser to be free from defects in material and workmanship for a period of one (1) year from the date of sale.
8.1.2 RCI Warranty includes Genuine RCI parts costs and labor required to repair or replace equipment at the selling dealer’s (or authorized repair center) business location.
8.1.3 RCI Warranty DOES NOT include:
8.1.3.1 Transportation to the selling dealer’s business location or, at the option of the Original Retail Purchaser, the cost of a service call.
8.1.3.2 Freight costs above standard shipping costs for the replacement parts.
8.1.3.3 Components covered by their own non-RCI warranties, such as tires and trade accessories.
8.1.3.4 Normal maintenance service and expendable, high-wear items.
8.1.3.5 Sacrificial components designed to fail to prevent damage to other components when obstructions are encountered (i.e. shear bolts, pickup teeth).
8.1.3.6 Repairs or adjustments caused by: improper use; non-intended use; failure to follow recommended maintenance procedures; use of unauthorized attachments; accident or other casualty.
8.1.3.7 Liability for incidental or consequential damages of any type, including, but not limited to lost profits or expenses of acquiring replacement equipment or damage to machines to which the attachment is installed.

8.2 PROTOTYPES AND ENGINEERING WORK
8.2.1 RCI makes no claim of warranty or reliability for any prototypes or development work unless otherwise stated. All engineering and prototype work is sold AS IS, WITH ALL FAULTS.

8.3 CONTRACT MANUFACTURING WORK
8.3.1 RCI warrants contract manufacturing that is not considered a prototype or pilot build to be free from defects in material and workmanship for a period of (1) year from the date of sale. Prototypes and Pilot Build products are handled the same as section 8.2, above.
8.3.2 RCI Warranty includes Genuine RCI parts costs to repair or replace equipment at RCI's business location. Labor is only included if RCI is performing the repair or replacement.
8.3.3 RCI Warranty DOES NOT include coverage for equipment fit and function for Contract Manufactured Products. It is the responsibility of the customer to validate and verify product designs for any use or purpose. RCI may perform these operations for customers under customer direction as Engineering Work but does not warrant the Contract Manufactured Products for any use or purpose.
8.3.4 RCI Warranty DOES NOT include:
8.3.4.1 Transportation to the selling dealer’s business location or, at the option of the Original Retail Purchaser, the cost of a service call.
8.3.4.2 Components covered by their own non-RCI warranties, such as purchased components, tires and trade accessories.
8.3.4.3 Normal maintenance service and expendable, high-wear items.
8.3.4.4 Sacrificial components designed to fail to prevent damage to other components when obstructions are encountered (i.e. shear bolts, pickup teeth).
8.3.4.5 Repairs or adjustments caused by: improper use; non-intended use; failure to follow recommended maintenance procedures; use of unauthorized attachments; accident or other casualty.
8.3.4.6 Liability for incidental or consequential damages of any type, including, but not limited to lost profits or expenses of acquiring replacement equipment or damage to machines to which the attachment is installed.

8.4 USED GOODS SOLD AS IS.
All goods are sold, AS IS, WITH ALL FAULTS. With respect to the purchase of used goods, Purchaser acknowledges that it has examined or had the opportunity to examine the Goods and is relying on the Purchaser’s expertise as to the condition, fitness for purpose and value of the Goods. RCI makes no representations or warranties as to such used goods. Unless otherwise expressly and specifically agreed in writing, oral or written statements concerning condition, condition of wear parts, hours or hour meter readings are estimates only provided for description and identification of the Goods, are not warranties and are not part of the agreement of the parties.

8.5 WARRANTY CLAIM PROCEDURE.
All claims under any warranty must be delivered to RCI in writing within 14 days of the first failure of the GOODS.

8.6 WARRANTY DISCLAIMER AND LIMITATIONS.
THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY AND NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO OTHER EXPRESS OR IMPLIED WARRANTY, STATUTORY OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH HEREIN. ORAL STATEMENTS BY EMPLOYEES OF RCI DO NOT CONSTITUTE WARRANTIES. RCI WILL NOT BE LIABLE FOR ANY GENERAL, CONSEQUENTIAL OR INCIDENTIAL DAMAGES INCLUDING WITHOUT LIMITATION DAMAGES FOR PERSONAL INJURY, LOSS OF USE, LOSS OF PROFITS, OR DAMAGE TO OTHER PROPERTY. FOR ANY BREACH OF WARRANTY OR FOR NEGLIGENCE OR OTHER FAULT, THE LIABILITY OF RCI AND PURCHASER’S EXCLUSIVE REMEDY IS EXPRESSLY LIMITED TO RETURN OF THE GOODS AND REFUNDS OF THE PURCHASE PRICE, OR REPAIR OR REPLACEMENT OF GOODS, AT THE OPTION OF RCI. ANY WARRANTIES ARE MADE TO THE PURCHASER ONLY, AND NO WARRANTY IS MADE OR AUTHORIZED TO BE MADE ASSIGNABLE ON RESALE BY PURCHASER.

9. ENTIRE AGREEMENT. This invoice, including these Terms and Conditions, is the sole agreement between RCI and Purchaser with respect to the Goods. Any understanding, representation, course of dealing or condition not contained herein shall not be a part of the parties’ agreement. These Terms and Conditions, and all other terms provided in this Invoice, supersede, and replace all previous oral statements and writings concerning the Goods, all of which are merged into this Invoice. No addition to or modification of these Terms and Conditions shall be effective unless agreed to in writing by an authorized officer of RCI.