Republic Extrusions shall hereinafter be referred to as “REx” and the applicant shall be referred to as “Customer”. The Customer desires to purchase goods and services from REx and Customer agrees in consideration thereof to be bound by the terms and conditions stated in this agreement. REx assumes no product liability beyond the purchase price of the parts manufactured by REx.
Credit will be extended by REx to Customer based on the information provided in this application. REx is authorized to check Customer’s background. Customer agrees to pay any and all invoices, charges, fees and costs which Customer or any authorized person incurs, on Customer’s account. Unless Customer notifies REx in writing within five (5) days of any unauthorized use of Customer’s credit, Customer agrees that any other person who incurs charges on Customer’s account is authorized to do so.
Customer agrees to notify REx in writing, of any error in any invoice within ten (10) days after the date of that invoice. If not so noticed, the invoice shall be deemed to be correct, and accepted as rendered. All sums owing REx by Customer shall be paid in accordance with the terms and conditions expressed on any written quotation signed by REx and Customer, or on REx’s invoice. In the absence of such express terms and conditions, REx’s terms will be Net 30 days from the date of the invoice. Whether or not expressed in said quotation or invoice, all sums past due shall bear an interest charge at the rate of 18% per annum.
Excellent quality is our standard every time we ship to our customers. Please notify REx within 90 days of receipt of any quality issue.
If REx is not paid on time, in accordance with REx’s terms, Customer shall pay for all costs and expense incurred by REx in connection with REx’s attempts to obtain payment, including fees charged by a collection agency or attorney and any other charges which can be legally charged to Customer.
Customer agrees that any financial documents provided REx are true and correct, and will provide REx such documents from time to time upon request. Customer represents to REx that it is solvent as of the date of this agreement, and that any Financial Statement attached accurately reflects the present financial condition of Customer as of the date of this agreement.
These Terms and Conditions supersede all prior proposals, negotiations, representations, agreements and understandings between the parties, including those contained in any confidentiality agreements, and all terms and conditions contained in any Customer-provided purchase orders, and constitutes the complete and exclusive agreement between Customer and REx regarding the subject matter hereof, and the Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of REx which is not set out in this Agreement. Any reference to a purchase order or similar documentation on an invoice or other acceptance thereof is solely for Customer’s convenience in record keeping, and no such reference or the provision of services or products to Customer shall be deemed an acknowledgement of or agreement to any terms or conditions associated with any such purchase order or other Customer-provided documentation. Any such associated terms and conditions shall be of no force and effect and shall not in any way be deemed to amend, modify, supersede, alter or supplement this Agreement. Customer agrees and acknowledges that no subsequent or additional purchase order, invoice, sales order, code of conduct, supplier quality manual, or other agreement, contract, memorandum, manual, or document that contradicts or supplements these Terms and Conditions is not acceptable and will not be accepted by REx and that any terms that contradict or supplement these Terms and Conditions are and shall be of no force and effect. Customer agrees and warrants that it will not construe, regard, or characterize any action, omission, or conduct by REx as acceptance of terms that differ from, contradict, supplement, or are additional to these Terms and Conditions and that it will not attempt to enforce any such differing, contradictory, supplemental, or additional terms against REx. Customer acknowledges that acceptance of any purchase, sale, or services from REx is strictly conditioned on these Terms and Conditions, that any such acceptance is expressly limited to these Terms and Conditions, and that REx objects to any terms that differ from or are additional to these Terms and Conditions
In recognition of the volatility of raw material, component, and supply markets, Customer acknowledges and agrees that the pricing set forth in this Agreement is based upon REx’s cost of supplies, raw materials, and components necessary to manufacture or produce the Goods as of the Effective Date (“Base Supply Cost”). In the event that REx’s aggregate cost of such supplies, raw materials, and components increases by ten percent (10%) or more above the Base Supply Cost at any time during the Term of this Agreement (a “Qualifying Cost Increase”), REx shall have the right to impose a surcharge on any affected Goods (“Supply Cost Surcharge”), subject to the following terms and conditions:
(a) Calculation of Surcharge. The Supply Cost Surcharge shall be calculated as the percentage increase in REx’s supply costs above the Base Supply Cost, applied to the then-current contract price of the affected Goods. By way of illustration, if REx’s supply costs increase by five percent (5%) above the Base Supply Cost, REx may add a surcharge of five percent (5%) to the contract price of the affected Goods.
(b) Notice. Prior to imposing any Supply Cost Surcharge, REx shall provide Customer with written notice of the Qualifying Cost Increase no less than ten (10) days prior to the date on which the surcharge will take effect, which notice shall include reasonable documentation substantiating the cost increase, including, without limitation, supplier invoices, commodity price indices, or other evidence reasonably demonstrating the change in REx’s supply costs.
(c) Measurement. Supply cost increases shall be measured by comparing REx’s then-current weighted average cost of the relevant supplies, raw materials, and components against the weighted average cost of such supplies, raw materials, and components as of the Effective Date, as reflected in REx’s books and records maintained in the ordinary course of business.
(d) Duration and Adjustment. The Supply Cost Surcharge shall remain in effect until REx’s supply costs decrease below the applicable threshold, at which time REx shall promptly reduce or eliminate the surcharge to reflect such decrease. Any subsequent decrease below the Base Supply Cost shall not entitle Customer to a credit or offset against amounts previously paid, but shall be reflected in the contract price going forward.
(e) Limitation. Notwithstanding the foregoing, the Supply Cost Surcharge shall not exceed twenty percent (20%) of the contract price of the affected Goods without Customer’s prior written consent, which consent shall not be unreasonably withheld and may not be withheld if the rise in materials cost can be demonstrated by available public market publications or vendor information..
(f) Dispute Resolution. In the event Customer disputes the basis or calculation of any Supply Cost Surcharge, Customer shall provide written notice of such dispute to REx within five (5) days of receiving REx’s surcharge notice. REx shall make available to Customer, upon request, such records as are reasonably necessary to verify the calculation of the surcharge. Pending resolution of any dispute, Customer shall pay the undisputed portion of any invoice when due.
Customer understands, acknowledges and agrees that all quotes from REx are only valid during the calendar month the quote is issued and that REx’s pricing is updated the first of each month using prior month’s MWTP.
These Terms and Conditions shall be interpreted and enforced in accordance with the laws of the State of Texas. Any claims or disputes arising from or related to this Agreement shall be resolved exclusively in the State or federal courts located in the State of Texas, except that REx may seek injunctive relief against Customer for performance hereunder or domesticate a judgment against Customer in any court having jurisdiction.”