TERMS & CONDITIONS
RANTIZO INC. –TERMS OF SALE
Acceptance and Cancellation
Rantizo, Inc., a Delaware corporation “Rantizo”) expressly limits acceptance of any quote (any such quote, the “Quote”) or purchase order (any such purchase order, the “PO”) between Rantizo and its customers (any customer purchasing products or services from Rantizo pursuant to these Terms, the “Customer(s)”) pursuant to the terms of these Terms of Sale (the “Terms”). No inconsistent or additional terms contained in any acceptance, purchase order or other form from Customer shall be binding upon Rantizo unless approved in writing by Rantizo. All Quotes shall be accepted by Customer by returning a signed copy of the face page of the Quote or a signed PO referencing such Quote. Where work commences pursuant to any Quote by Rantizo after receipt of customer’s prepayment, if any, the parties agree such acts constitute acceptance of such Quote in lieu of customer’s signature and Rantizo shall have full rights to rely on such payment as acceptance of such Quote by Rantizo. Once accepted, a Quote cannot be cancelled by Customer except on terms that will reimburse Rantizo for all costs/expenses/damages incurred by it in the acceptance and performance of such Quote prior to its cancellation. Rantizo reserves the right to reject any order, within (10) days after receipt of complete specifications, without liability.
These Terms constitute the entire agreement between the parties. There are no oral agreements between the parties affecting these Terms. These Terms supercede and cancel any and all previous negotiations, arrangements, letters of intent, proposals, agreements and understandings, whether written or oral, between the parties with respect to the Quote or PO to which it is attached.
Unless specifically provided otherwise in a Quote or PO, all prices, specifications, and discounts now in effect, or hereinafter issued, are subject to change without notice. Subject to these Terms and all other written specifications of Rantizo, proposal Quotes will be held open for thirty (30) days from presentation unless otherwise noted. Prices quoted are based on materials, labor, and other costs at the time of such Quote. Any increase in materials, labor, or other costs between the time of Quote and the time the order is placed will be passed on at cost. The sales price does not include applicable taxes, delivery, or transportation charges, unless so specified, and Customer is solely liable for same. State and local tax will be charged on all orders unless a resale certificate is on file.
Except for the Customer’s payment obligations, any delay or failure in the performance by either party hereunder shall be excused if and to the extent caused by the occurrence of a Force Majeure. For purposes of these Terms, Force Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage terrorism, vandalism. accident, restraint of government, governmental acts, pandemic, governmental action, supply shortages, injunctions, or labor strikes that prevent Rantizo from furnishing the services, materials or equipment, and other like events that are beyond the reasonable anticipation and control of the party affected thereby, despite such party’s reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not attributable to a party’s failure to perform its obligations under these Terms.
Unless otherwise specified, the price included in the Quote or PO includes transportation and delivery charges to perform the Services that are specifically provided for and all costs or expenses incurred regarding any other arrangements shall be the sole responsibility of Customer. Quotes are based on continuous and uninterrupted performance of complete orders, unless specifications distinctly provide otherwise.
Claims and Limitation of Remedies
All claims for defects, damages, shortages, or failure to properly perform the services must be made by Customer in writing and must be received by Rantizo within ten (10) days after performance of all or any part of the order. Failure to make such claim within the stated period shall constitute irrevocable acceptance of the services and products and an admission that they fully comply with all terms, conditions and specifications. In the event Rantizo acknowledges the claimed service or product defects, damage or shortages, Rantizo’s liability shall be limited to the repair or correction of the defective services or products, replacement of the defective or damaged services or products, or credit for such damaged or defective services or products at the price charged to the Customer for such services or products. The selection of the applicable remedy shall be in the sole discretion of Rantizo.
Limitation of Liability
RANTIZO’S LIABILITY FOR ALL BREACHES OF ANY TERMS, CONDITIONS, OR OBLIGATION(S) OF THESE TERMS SHALL BE LIMITED TO THE QUOTED PRICE AND SHALL IN NO EVENT INCLUDE INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST SALES OR PROFITS, COSTS OF REPAIR OR REPLACEMENT, INJURY TO BUSINESS REPUTATION AND LOSS OF MARKETING OPPORTUNITIES OR EXPENDITURES. THIS LIMITATION IS AN ESSENTIAL TERM OF THIS QUOTE, AND IS SEPARATE FROM AND IN ADDITION TO THE LIMITATION OF REMEDIES OF PARAGRAPH 6, ABOVE.
Representations, Warranties, Covenants
Each party represents, warrants, and covenants (as applicable) to the other party that (i) it has full right and authority to enter into these Terms and the transaction contemplated thereby, and (ii) such party’s actions under these Terms or the transactions contemplated thereby will not violate the rights of any third-party and shall at all times be in compliance with all applicable law. Customer further represents, warrants, and covenants (as applicable) to Rantizo that it shall use the products and services solely for their intended use and only in accordance with the instructions or terms and conditions provided by Rantizo to Customer. Customer specifically acknowledges and agrees that the use of any products or services not in accordance with their instructions or the terms of these Terms or any Quote or PO shall be a breach of these Terms and Rantizo shall not be responsible for any damages resulting from such actions.
Customer expressly agrees that it shall defend, indemnify and hold harmless Rantizo from any and all loss, cost, expense and damages, including but not limited to court costs and reasonable attorney fees, on account of any and all manner of claims, demands, actions and proceedings that may be instituted against Rantizo or others by reason of (1) any violation or infringement of any proprietary right, licenses for resale, royalty obligation or copyright, (2) Customer’s breach of any term, covenant, representation, or warranty of these Terms (including without limitation, the improper use of Rantizo’s products and services), or (3) anything whatsoever that might prejudice the securing to Rantizo or its assigns of the full benefit of the rights herein granted. Rantizo expressly agrees that it shall defend, indemnify and hold harmless Customer from any and all loss, cost, expense and damages, including but not limited to court costs and reasonable attorney fees, on account of any and all manner of claims, demands, actions and proceedings that may be instituted against Customer by reason of (1) any violation or infringement of any proprietary right, licenses for resale, royalty obligation or copyright by Rantizo, or (2) Rantizo’s breach of any term, covenant, representation, or warranty of these Terms (including without limitation, the improper use of Rantizo’s products and services).
Disclaimer of Warranties
EXCEPT AS SPECIFIED IN THESE TERMS OR SPECIFICALLY PROVIDED FOR IN THE WARRANTY SECTION OF A QUOTE OR PO, RANTIZO GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PURPOSE SOLD, DESCRIPTION, QUALITY, OR ANY OTHER MATTER WHATSOEVER. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE EXPRESS TERMS CONTAINED HEREIN.
Payment shall be made in terms set forth in the Quote or PO unless otherwise provided in writing. Rantizo may elect to declare all unpaid balances immediately due and owing upon customers’ failure to make payment as set forth therein. In the event of non-payment, Rantizo may commence collection proceedings against the customer without further notice. Customer agrees to reimburse Rantizo for all costs incurred in collecting said sums, including but not limited to, reasonable attorney’s fees and costs. All past due balances shall bear interest at the rate of 1 1/2% per month (18% per annum) whether or not demand has been made for payment. To the extent Customer believes any amounts are incorrect in an invoice, Customer shall notify Rantizo in writing of such incorrect amount within forty-five (45) days of the invoice date and if such notice is not given, any claims regarding such disputed charges shall be considered waived by Customer.
Each party agrees at all times during the term of its relationship with the other party and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the other party to the extent necessary to perform its obligations to such party under these Terms, or to disclose to any person, firm, corporation or other entity without written authorization of the disclosing party, any “Confidential Information” of such disclosing party which the recipient party receives or obtains. The recipient party further agrees not to make copies of such Confidential Information except as authorized by the disclosing party. The recipient party understands that “Confidential Information” means any disclosing party proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information disclosed to recipient party by the disclosing party either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by a party during the period of the relationship contemplated by these Terms. Each party understands that Confidential Information includes, but is not limited to, information pertaining to any aspect of the other party’s business which is either information not known by actual or potential competitors of the other party or other third parties not under confidentiality obligations to such party, or is otherwise proprietary information of the other party or its customers or suppliers, whether of a technical nature or otherwise. Each party further understands that Confidential Information does not include any of the foregoing items which has become publicly and widely known and made generally available through no wrongful act of the other party or of others who were under confidentiality obligations as to the item or items involved. All obligations and restrictions of confidentiality and ownership of intellectual property under these Terms are to survive the termination of these Terms.
Rantizo Intellectual Property
Unless specifically provided otherwise in a Quote or PO, Rantizo retains all of its right, title and interest in all of Rantizo’s now known or hereafter known or developed tangible and intangible intellectual property. Customer covenants not to prejudice or impair the interest of Rantizo in any of its intellectual property. At no time shall Customer challenge or assist others to challenge any of Rantizo’s intellectual property or the registration thereof. Furthermore Customer shall not do any acts to reverse engineer or use any intellectual property of Rantizo that is not in accordance with these Terms.
All data relating to or derived from Application Services are the property of the end customer and irrevocably licensed without restriction to Rantizo. Rantizo will retain data for validation and verification of Application Services as well as evaluation for the improvement of service performance, including, but not limited to, the development of algorithms, software, hardware, product recommendations and workflow. Rantizo may share data with technology partners at its sole discretion. The end customer has the right to access data for applications performed without limitation. Rantizo will treat all data products as Confidential and protect to the same standard as its other intellectual property.
The parties acknowledge that an adequate remedy at law may not be available and that each party shall be entitled to such equitable and injunctive relief as may be available to restrain the other party from violating the provisions of these Terms. No action on these Terms, except for payment owed by Customer to Rantizo, may be brought more than one (1) year after the incident occurs.
No assignment or transfer by Customer of these Terms, or of any rights or obligations of Customer hereunder, shall be valid without the prior written consent of Rantizo.
Governing Law and Jurisdiction
Customer understands that Rantizo is a Delaware corporation with its principal place of business in Iowa. Customer further agrees that Iowa is a reasonably convenient place for resolution of any suit which may be filed as a result of any controversy or claim arising under the terms of this agreement. Customer waives any claim of inconvenient forum, and any right to claim action between the parties should be litigated other than in a Iowa venue. Customer further consents to the jurisdiction of any court of competent jurisdiction sitting in Linn County, Iowa for resolution of any dispute. This agreement shall be interpreted, and the rights and liabilities of the parties shall be determined in accordance with, the laws of the State of Iowa.
The terms and conditions contained herein are independent and severable. The invalidating of any term or condition found herein shall not affect the validity of the entire agreement nor any other term or condition contained herein.
Modifications of Terms
Customer acknowledges and agrees that it understands these Terms are available at www.rantizo.com (the “Website”) and such Terms may be amended or supplemented by Rantizo from time to time. Any change to these Terms shall be binding upon Customer so long as such amendments or changes are provided in the Website.
Rantizo shall provide the insurance coverage set forth below, and deliver to Client certificates of insurance upon request:
Aircraft Liability: Non-Chemical- $1,000,000 each occurrence
Comprehensive: Chemical Coverage – $300,000 each occurrence / $300,000 Aggregate
Premises Liability: Limits – $1,000,000 Each Occurrence
Workers Compensation Coverage: as required by law.