Terms & Conditions

1. Parties. "Seller" means Rawform LLC, a Michigan limited liability company. "Buyer" means the entity or person buying products from Seller.

2. Application. These Terms and Conditions define the relationship of Buyer and Seller and apply to all sales of "Products" by Seller to Buyer. Buyer acknowledges and agrees that these Terms and Conditions are incorporated in, and are a part of, each quotation, purchase order, invoice, release, requisition, work order, shipping instruction, specification, and any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale, loan, or lease of Products by Seller to Buyer (these documents, including these Terms and Conditions, are collectively referred to as the “Agreement”). "Products" includes everything sold, lent, or leased to Buyer by Seller.

3. Quotation Expiration. Written quotations are valid for a period of 30 days unless otherwise noted by Seller. Seller may waive the automatic expiration of the quote and allow acceptance by Buyer after 30 days. Seller will have the right to withdraw any quote at any time, if it has not been accepted by Buyer.

4. Pricing. All prices are quoted in US Dollars. Prices are exclusive of taxes and duties. Prices do not include delivery to Buyer. 50% of the quoted price shall be due at the time of signing the Purchase Order; the remaining 50% shall be paid prior to delivery and installation of the Product.

Any amounts due by Buyer to Seller that are unpaid on or after 30 days of Seller’s invoice will bear interest at the rate of 7% per month or the maximum rate permitted by law, whichever is less. The accrual or payment of any interest as provided above is not a waiver by Seller of any rights and remedies in connection with a default by Buyer. Buyer will pay all court costs, attorney fees, and other costs incurred by Seller in collecting past-due amounts, including interest.

If shipment or delivery of Products is delayed by or at the request of Buyer, payment will remain due in full 30 days from the date of Seller’s invoice. In such event, Seller may impose, and Buyer shall pay, storage charges and other incidental expenses incurred by Seller as a result of the delay in addition to any interest on late payments as described above.

5. Design Approval. If provided, a design will be agreed to by Seller simultaneously with signing the Purchase Order. If a design is not provided and agreed to prior to the signing of the Purchase Order, then Seller may adjust the purchase terms to reflect the design.

6. Taxes. Prices quoted do not include (and Buyer shall pay) all taxes and fees of any kind that may be levied or imposed on either party by federal, state, municipal, or other governmental authorities in connection with the sale, loan, lease, or delivery of the Products by Seller with the exception of Seller’s income tax obligations arising out of the sale of the Products. If Seller is required to collect taxes or fees by governmental authorities, then Seller shall add those taxes and fees to the Prices and Buyer shall pay the taxes and fees.

7. Disclaimer of Warranties – Limited Remedies. THIS LIMITED WARRANTY SHALL BE EFFECTIVE ONLY UPON COMPLETION. FOR 183 days FROM THE COMPLETION DATE, SELLER WARRANTS THE WORK TO BE FREE OF DEFECTS IN MATERIALS OR WORKMANSHIP AND TO BE FIT FOR THE INTENDED PURPOSE AS EXPRESSED IN THIS CONTRACT. FOR ANY PRODUCTS THAT HAVE SUPPLIER OR MANUFACTURER WARRANTIES, SELLER’S WARRANTY IS SCONDARY TO THOSE MANUFACTURER WARRANTIES. THIS LIMITED WARRANTY IS A “REPAIR OR REPLACE” WARRANTY, MEANING BUYER’S EXCLUSIVE REMEDY IS FOR SELLER TO EITHER REPAIR OR REPLACE THE DEFECTIVE WORK. IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR EXPENSES OCCASIONED BY THE USE OF PRODUCTS, AND ANY DAMAGES UNDER THE WARRANTY SHALL BE LIMITED TO A MAXIMIUM AMOUNT OF THE CONTRACT PRICE. ANY OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, ARE SPECIFICALLY EXCLUDED. THIS LIMITED WARRANTY IS NOT TRANSFERABLE. SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES PRIMARILY ARISING FROM MISS-INSTALLATION OF THE PRODUCTS.

8. Returns. Any custom, non-standard products may not be returned. Standard products may be returned up to thirty (30) days from the delivery date for a 20% restocking fee.

9. Delivery. Any delivery dates or other schedule of performance by Seller are approximations, and the sole obligation of Seller with respect to the schedule of delivery or performance will be to use commercially reasonable efforts to deliver the Products, or otherwise to perform, consistent with the reasonable demands of its business. In any event, Seller will have no liability to Buyer or any other person for delays in performance due to strikes or labor disputes of any type; accidents, fire, floods, acts of God, or actions by governmental authorities; acts, omissions, or delays of Buyer or any other third party; shortages of labor; or without limitation of the above, for any causes reasonably beyond the control of Seller.

10. Title and Risk of Loss. Title to and risk of loss or damage to the Products will pass to Buyer FOB at Seller’s place of business.

11. Installation, Inspection and Acceptance. Installation of the Product will be provided by Buyer. Seller shall not be liable for any claims arising from failure of Buyer or installer to follow the installation instructions and specifications (including proper assembly and ensuring the product is secured properly). Buyer shall inspect the product FOB Seller’s place of business and make any claims for any damage, errors, or shortages in writing to Seller prior to shipment. After this period, Buyer will be deemed to have irrevocably “Accepted” the Products (Accepted/Acceptance within this Section means acceptance of goods as defined by UCC Art. 2-606), if not previously Accepted. After Acceptance, Buyer will have no right to reject the Products for any reason nor may Buyer revoke Acceptance.

12. Cancellation or Termination. In the event of cancellation of the Agreement by Buyer, or in the event of default under the Agreement by Buyer that is not cured within 30 days after notice by Seller, Buyer will pay to Seller on demand all direct and indirect costs (including, without limitation, all applicable restocking or cancellation charges, including reimbursement for direct costs assessed by suppliers) incurred directly or indirectly by Seller in connection with the Agreement, all as reasonably determined by Seller, plus any profit.

13. Changes. Seller reserves the right from time to time to correct any typographical or clerical errors, including errors in mathematical computation, that may exist in the Agreement.

14. Technical Support. Unless otherwise specifically provided on the quotation or invoice, the Agreement does not include any services of Seller in connection with installation, testing, or evaluation of the Products. Seller may, however, consistent with its capabilities and subject to scheduling acceptable to Seller, make available to Buyer, at Buyer’s expense, technical support services relating to the Products at the rates then imposed by Seller, together with any out-of-pocket expenses to Seller in connection with the technical support. The sole remedy of Buyer in connection with any acts or omissions of Seller in the provision of technical support will be the provision of further technical support to Buyer reasonably required to correct the act or omission.

15. Modifications and Waiver—Entire Agreement. Neither party has rights, warranties, or conditions expressed or implied, statutory or otherwise, other than those contained in this Agreement and any written proposal produced by Seller that is accepted by Buyer in conjunction with this Agreement. The Agreement can be modified or rescinded only by a writing signed by both parties. No waiver of any provision of the Agreement will be binding unless in writing signed by an authorized representative of the party against whom the waiver is asserted, and unless expressly made generally applicable, will apply only to the specific case for which the waiver is given. Failure of either party to insist on strict performance of the Agreement will not be construed as a waiver of any term or condition of the Agreement. Seller may waive the automatic expiration of Seller’s offers without a written waiver.

16. Compliance with Laws. Buyer will be responsible for compliance with any and all federal, state, or local laws or regulations respecting safety or respecting use of the Products and shall indemnify and hold Seller harmless from and against any and all claims of violations of laws or regulations or other claims of personal injury or property damage directly or indirectly related to the use of the Products.

17. Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of Michigan. Any dispute or controversy arising out of or in connection with this Agreement or the Products shall be resolved in Ottawa County, State of Michigan, and the parties agree to the jurisdiction and venue of the courts of Ottawa County, Michigan.

18. Authority and Acceptance. Any signer represents that he/she has all requisite authority to sign the Agreement on behalf of its principal and that the Agreement is fully enforceable against the principal in accordance with its terms. These Terms and Conditions may be accessible to Buyer by request to Seller and are incorporated by reference into all of Seller’s bids or proposals. Buyer accepts and shall be bound by these Terms and Conditions if Buyer accepts any proposal or bid from Seller or accepts delivery of any Products from Seller.