Terms and Conditions

1. Acceptance
These Terms and Conditions will apply to the sale by Rheodyne, LLC ("Rheodyne") of products (along with parts for such products, "Products") and the provision of certain services to the recipient of these Terms and Conditions (the "Buyer"). Buyer acknowledges and agrees that Rheodyne may and will rely to its detriment on the authenticity of any purchase order or other request for Products from Buyer, whether or not executed by an employee of Buyer with actual authority to bind Buyer to a purchase of Products. Buyer agrees that these Terms and Conditions constitute the complete and final agreement between Buyer and Rheodyne for the purchase by Buyer of Products and the rendering of certain services from Rheodyne, prevailing over any other documentation such as any terms of a purchase order or terms and conditions tendered by Buyer associated with a purchase order except as follows: if Buyer and Rheodyne are parties to a written agreement executed by both parties (an "Agreement"), then in the event of any conflict between the Agreement and these Terms and Conditions, the Agreement will govern. These Terms and Conditions may not be amended, modified or superseded except by a written instrument signed by an authorized representative of Rheodyne and delivered to Rheodyne by Buyer, and the Products received by Buyer from Rheodyne will be deemed to be delivered only upon these Terms and Conditions, except as they may be so amended, modified or superseded, as provided above.


2. Payment
Payment terms for all Products shipped by Rheodyne pursuant to these Terms and Conditions will be net thirty (30) days after date of invoice from Rheodyne; provided, however, that Rheodyne reserves the right, in its sole discretion, to condition its shipment of Product upon payment in cash in advance from Buyer or upon C.O.D. terms. Each delivery of Product will be considered a separate and independent transaction for which Buyer must make payment as required under this Section 2. Rheodyne may impose a late charge, on all amounts outstanding after the relevant due date, equal to the lesser of 1.5% per month (compounded monthly) or the highest rate permitted by law. All payments from Buyer to Rheodyne must be made in U.S. dollars.


3. Right to Possession, etc.
Buyer hereby grants Rheodyne a purchase money security interest in the Products sold by Rheodyne pursuant to these Terms and Conditions, to secure the due and punctual payment of the purchase price of the Products. In the event of default by Buyer in any payment due Rheodyne, Rheodyne will have the right, in addition to any other remedies it may have at law or in equity, to withhold shipment, to recall Products in transit and retake the same, and to repossess any Products or goods which may be stored with Rheodyne for Buyer's account without the necessity of Rheodyne initiating any other proceedings. In addition, Rheodyne will have all of the rights and remedies of a secured party under the California Uniform Commercial Code and may exercise all such rights and remedies in accordance therewith. Buyer will execute such documents as Rheodyne may request from time to time to effectuate the foregoing security interest.


4. Freight, Insurance and Taxes
Prices quoted or invoiced for Product do not include any freight, insurance, Taxes (as defined below) or related costs, all of which will be paid by and will be the responsibility of Buyer. In the event Rheodyne is required to pay or otherwise pays any freight, insurance, Taxes or related costs, Buyer will reimburse Rheodyne therefore within thirty (30) days of invoice. For purposes of this Section 4, "Taxes" means any taxes, levies, duties, tariffs, customs or other fees or charges of any nature imposed upon this transaction by any national, provincial, state, local or other governmental authority, but will not include any taxes based on Rheodyne's net income.


5. Delivery and Shipment
Rheodyne will ship Products to the address specified and using the carrier selected by Buyer in the relevant purchase order; purchase orders requesting "common carrier" or without designation of carrier will be shipped via such means as is determined by Rheodyne in its sole discretion. Delivery terms will be F.C.A. (as defined in Incoterms 2000) Rheodyne, Rohnert Park, CA. All quoted, proposed, or agreed upon delivery dates are merely estimates, and deliveries of Products may be made in installments. Rheodyne accepts no liability for any losses, or for any direct, indirect, special, incidental, or consequential damages, arising out of delays in delivery.


6. Embedded Software
To the extent that the Product includes software in any form, including as embedded in firmware, such software is not sold to Buyer and its customers, if any, but is licensed on a non-exclusive basis in the form delivered by Rheodyne for use by Buyer and its customers solely as integrated in the Product. All references to "sell," "purchase," or the like herein, when applied to such software, will be deemed to mean such a limited, non-exclusive license to use the software. Buyer agrees not to (and agrees to take reasonable measures to ensure that persons to whom it provides the Products do not) duplicate, distribute, modify, reverse-engineer, attempt to derive the source code of, or remove any copyright or other notices from any such software, or to use such software in any way except as embedded in the relevant Product.


7. Use of Products as Components
In the event that Buyer incorporates the Products into, or combines the Products with, other products ("Final Products"), Buyer expressly acknowledges and agrees that (a) Rheodyne will provide no Support (as defined below) with respect to Final Products, (b) Buyer will be fully responsible for, and Rheodyne will bear no risks or liabilities associated with, Final Products, and (c) Buyer disclaims all warranties, express or implied, with respect to the Final Products or the performance of the Products as part of Final Products, including without limitation the warranty set forth in Section 9 (Statement of Limited Warranty) below.


8. Customer Support
Rheodyne may, at Buyer's reasonable request, furnish Buyer remote customer support ("Support") over the telephone or online with respect to the Products if and to the extent reasonably practicable, as determined by Rheodyne in its sole discretion. Rheodyne has no obligation to provide Support to any customers of Buyer.


9. Statement of Limited Warranty
a. Rheodyne warrants to Buyer, only, that for a period of one year from date of deposit by Rheodyne with the relevant carrier for shipment to Buyer, the shipped Product will perform substantially as described in the published specifications for such Product. Rheodyne neither assumes, nor authorizes Buyer or any other person to assume for it, any obligation, liability or warranty other than the foregoing limited warranty, and Buyer will not do so. Buyer will have no rights under the foregoing limited warranty, and the foregoing limited warranty will become void, to the extent that (i) the Products have been modified in any way by any party other than Rheodyne, (ii) the Products have not been used in compliance with these Terms and Conditions and the relevant operating instructions, (iii) the failure to perform arises out of incorporation into a Final Product where the Product would not so fail if not so incorporated, (iv) the Product is damaged due to abuse, misuse, negligence, accident, alteration or tampering by a party other than Rheodyne, (v) the Product experiences problems associated with normal use and/or wear and tear of the Product (e.g., worn seals, clogged passages, damage to valves or other parts of Products due to use of corrosive or insoluble materials, breakage of syringe needles, etc.), or (vi) Buyer fails to follow Rheodyne's recommended preventative maintenance procedures, if any.

b. In the event of a breach of the limited warranty set forth above, Buyer must notify Rheodyne within the relevant one year period and Buyer's sole and exclusive remedy will be that Rheodyne will, at its option, either repair or replace the Product in question so it performs in accordance with such limited warranty. In returning Products at Rheodyne's election under this exclusive remedy, Buyer will follow Rheodyne's RGA policy. In no event will Buyer return Product that has been exposed to hazardous, corrosive or radioactive substances. The parties agree that if Rheodyne determines that the foregoing remedy is unable to bring the Product into conformity with such limited warranty, Buyer's exclusive remedy will be to receive a refund from Rheodyne of the amounts paid by Buyer to Rheodyne for such Product.

c. The foregoing limited warranty notwithstanding, the Products are not designed, manufactured, tested or intended for use or resale in (i) applications where the failure, malfunction or any inaccuracy of the Products carries the risk of damage to tangible property, death or serious bodily injury, or (ii) hazardous environments requiring fail-safe performance, including but not limited to use with hazardous, corrosive, or radioactive materials or in any systems or processes involving such materials, in which failure of the Products could lead to death, personal injury, or severe physical or environmental harm (collectively, "High-Risk Activities"). Use of the Products in connection with High-Risk Activities is not authorized. In addition to all other disclaimers and limitations on liability in these Terms and Conditions, Rheodyne specifically disclaim any express or implied warranty of fitness for High-Risk Activities.


10. Disclaimer
The limited warranty set forth in Section 9 (Statement of Limited Warranty) above is provided in lieu of all other warranties and remedies, express, statutory or implied, and Rheodyne disclaims all other warranties, express, statutory or implied, in relation to any Products, Support or other products or services provided by Rheodyne to Buyer, including, without limitation, any implied warranties of merchantability, fitness for any particular purpose, compatibility or interoperability with Final Products or other products, accuracy, performance and non-infringement, and any warranties arising from a course of dealing, usage or trade practice.


11. Limited Liability
Under no circumstances will Rheodyne be liable for any indirect, consequential, incidental, special, punitive or reliance damages, including without limitation loss of profits, revenue, business opportunities or data or loss or interruption of service, caused by the use or a claimed failure of a Product or the provision of Support or any other service by Rheodyne, even if Rheodyne has been placed on notice of the possibility of such damages and notwithstanding the failure of any essential purpose of any limited remedy. In no event will Rheodyne's liability to Buyer exceed the amount paid by Buyer for the relevant Product.


12. Trademarks
Buyer understands and agrees that Rheodyne may include on the Products and in the documentation therefore certain Rheodyne trademarks (the "Trademarks"). Subject to these Terms and Conditions and Rheodyne's approval as referred to below, and solely to the extent Buyer provides the Products or Final Products to others, Rheodyne grants to Buyer a non-exclusive, revocable license to include all relevant Trademarks in marketing materials referencing the Products or Final Products, as the case may be. Buyer agrees (a) not to remove or alter any Trademarks included on the Products, (b) not to include any Trademarks on marketing materials without the express prior written approval of Rheodyne, (c) to affix the appropriate trademark symbol (™ or ®, as applicable) to the most prominent usage of any Trademark in any such marketing materials, and (e) attribute ownership to Rheodyne of any Trademark used in marketing materials in a line reading "[Trademark] is a trademark of Rheodyne, LLC" or as otherwise approved by Rheodyne. Buyer will notify Rheodyne of all of its use of the Trademarks, and Rheodyne will have the right to review and approve any use of the Trademarks. Buyer acknowledges that Rheodyne is the sole owner of the entire right, title and interest in and to the Trademarks and will not do any thing or take any action to reduce the benefit or interest of Rheodyne in the Trademarks. Buyer will not use any Trademarks for any purpose not set forth herein or on or associated with any products other than Products or Final Products.


13. Intellectual Property Rights
Buyer acknowledges and agrees that, as between Buyer and its customers, on the one hand, and Rheodyne, on the other hand, Rheodyne owns all right, title and interest in and to any patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights associated with the Products and any services provided by Rheodyne to Buyer ("Intellectual Property"), notwithstanding any suggestion or other contribution that Buyer may make relative to improvements in, or changes with respect to, the Products. Buyer agrees that it will not attempt to reverse-engineer the Products or in any other manner attempt to obtain or misappropriate any Intellectual Property.


14. Returned Goods
Rheodyne may, in its sole discretion, authorize Product returns in appropriate circumstances, subject to such conditions as Rheodyne may specify. Any such return will be subject to the express prior authorization of Rheodyne and compliance by Buyer with Rheodyne's RGA policy.


15. Agents, etc.
No agent, employee or other representative of Rheodyne has the right to modify or expand the limited warranty set forth in Section 9 (Statement of Limited Warranty) above or to make any representations as to the Products, Support, or other products or services provided by Rheodyne. Any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and will not form a part of the contract between Rheodyne and Buyer for the purchase of same.


16. Relationship of the Parties
Nothing contained in these Terms and Conditions will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose. Neither party will be responsible for the acts or omissions of the other party, and neither party will have authority to speak for, represent or obligate the other party in any way without express prior written authority from the other party.


17. Waiver
No failure to exercise and no delay in exercising any right, remedy, or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity.


18. Governing Law
The agreement formed by Buyer's acceptance of these Terms and Conditions will be governed by and construed in accordance with the substantive laws of the State of California as applied to agreements between California residents entered into and to be performed entirely within California. The foregoing notwithstanding, the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., and not California law, will govern the arbitrability of all disputes and the enforcement, confirmation, or vacation of any arbitration award rendered under Section 21 (Arbitration) below. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) will not apply to these Terms and Conditions.


19. Export
Buyer will comply fully with all applicable provisions of the United States and other applicable export control laws as may be in effect for any of the Products and will seek, whenever required, at its own expense, export licenses from the United States Department of Commerce prior to any export of the Products and will further assure compliance with all re-export restrictions of such export control laws.


20. Indemnity
Buyer agrees to defend, indemnify, and hold Rheodyne harmless from and against any and all liability, judgment, loss, damages, costs, and expenses (including but not limited to attorneys' and experts' fees) which it may hereafter suffer or pay out to another by reason of any claim, action, or right of action of a third party, at law or in equity, to the extent that any such claim, action, or right of action arises out of or relates to (a) Buyer's breach of Sections 12 (Trademarks) or 19 (Export) above, (b) Buyer's incorporation of Products into Final Products or Buyer's use of Products in the provision of services to others, or (c) any use of the Products in connection with High Risk Activities.


21. Arbitration
Except as provided under Section 22 (Interim Relief) below, any and all disputes or controversies arising in connection with the agreement formed by Buyer's acceptance of these Terms and Conditions, or with the sale or use of Products and/or performance of Support or other services, will be resolved by final and binding arbitration in San Francisco, California, under the Commercial Arbitration Rules of the American Arbitration Association then obtaining, before a single arbitrator chosen under those rules. The arbitrator will have no power to add to, subtract from or modify any of the provisions of these Terms and Conditions. All proceedings will be held in English, and to the extent a written award or transcribed record is produced, such award or record will be prepared in English. The award rendered by the arbitrator will be final and binding on the parties, and any court with competent jurisdiction may enter judgment on such award. The parties agree that the existence, conduct, and content of, and any award rendered in, such arbitration will be kept confidential, and no party will disclose the same to any person other than on a confidential basis to its attorneys, auditors, financial advisers, existing or potential financing sources, potential acquirers or assignees permitted hereunder, except as may be required by law or governmental authority, for financial reporting purposes, or to a court in order to secure confirmation, enforcement or vacation of an arbitration award.


22. Interim Relief
Notwithstanding Section 21 (Arbitration) above, either party may apply to any court of competent jurisdiction for a temporary restraining order and/or preliminary injunction to enjoin the other party from violation of Sections 6 (Embedded Software), 12 (Trademarks) or 13 (Intellectual Property Rights) above. In any such action, the parties irrevocably submit to the non-exclusive personal and subject matter jurisdiction of, and waive any objections as to forum or forum non conveniens with respect to, the state and federal courts located in San Francisco, California. The denial of any application for a temporary restraining order or a preliminary injunction will not preclude a party from seeking the same from an arbitrator, and the granting of any such application will not preclude a party from seeking its dissolution by the arbitrator.


23. Attorneys' Fees
The prevailing party in any dispute will be entitled to receive from the other party the prevailing party's costs of arbitration and/or litigation in accordance with Sections 21 (Arbitration) and 22 (Interim Relief) above, respectively, including reasonable attorneys' and experts' fees, as determined by the arbitrator, together with costs and reasonable attorneys' fees incurred by the prevailing party in court confirmation or enforcement of an arbitrator's award, as determined by the court.


24. Force Majeure
Rheodyne will have no liability for any failure to perform, or for any delay in performance, in the delivery of any and all equipment manufactured or sold by Rheodyne including Products, supplies, components, systems, chemistry, accessories, replacement spare parts, or any and all services provided by Rheodyne, caused by circumstances beyond its reasonable control, including but not limited to the elements, acts of God, acts of nature, acts of the Buyer or third parties, floods, fire, energy shortages or interruptions, earthquakes, explosions, war or military mobilization, armed hostilities, riots, terrorism, governmental action or inaction, request of governmental authority, delays of any kind in transportation or inability to obtain material or equipment, delays in transportation, interruption in electricity or other utilities, strikes, lockouts, or labor disturbances or other differences with workers.


25. Severability
If any provision of these Terms and Conditions is held to be illegal, invalid, void or in any way unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable.


26. Assignment and Corporate Reorganization
Neither these Terms and Conditions nor any rights granted hereby may be assigned by either party voluntarily or by operation of law without the other party's prior written consent and any such attempted assignment will be null and void; provided, however, that no such consent will be required for any assignment to a successor to all or substantially all of the business and assets of a party. These Terms and Conditions will inure to the benefit of and be binding upon any successor or assign of a party hereto, except as expressly provided herein.

General Conditions for Use of This Site

Rheodyne LLC (hereinafter "Rheodyne") maintains this Internet site (the "Site") for your personal information, education, and communication. Please feel free to browse the Site. You may download material displayed on the Site for non-commercial, personal use only provided you also retain all copyright and other proprietary notices contained on the materials. You may not, however, distribute, modify, transmit, reuse, re-post or use the content of the Site for public or commercial purposes, including the text, images, audio and video without Rheodyne’s written permission.
Your access to and use of the Site is also subject to the following conditions ("General Conditions") and all applicable laws. By accessing and browsing the Site, you accept, without limitation or qualification, the General Conditions and acknowledge that any other agreements between you and Rheodyne are superseded and of no force or effect.

General Conditions

1. You should assume that everything you see or read on the Site is copyrighted unless otherwise noted and may not be used except as provided in these General Conditions or in the text on the Site without the written permission of Rheodyne. Rheodyne neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties not owned by or affiliated with Rheodyne.

2. While Rheodyne uses reasonable efforts to include accurate and up-to-date information in the Site, Rheodyne makes no warranties or representations as to its accuracy. Rheodyne assumes no liability or responsibility for any errors or omissions in the content of the Site.

3. Your use of and browsing in the Site are at your risk. Neither Rheodyne nor any other party involved in creating, producing or delivering the Site is liable for any direct, incidental, consequential, indirect or punitive damages arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. Rheodyne also assumes no responsibility, and shall not be liable for any damages to your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video or audio from the Site.

4. Any communication or material you transmit to the Site by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like is, and will be treated as confidential and proprietary.

5. Images of people or places displayed on the Site are either the property of, or used with permission by, Rheodyne. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these General Conditions or specific permission provided elsewhere on the Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

6. The trademarks, logos and service marks (collectively the "Trademarks") displayed on the Site are registered and common law including Trademarks of Rheodyne and others. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of the Trademark owner. Your misuse of the Trademarks displayed on the Site, or any other content on the Site, except as provided in these General Conditions, is strictly prohibited. You are also advised that Rheodyne will enforce its intellectual property rights to the fullest extent of the law, including the seeking of legal prosecution.

7. Rheodyne has not reviewed all the sites linked to the Site and is not responsible for the content of any other sites linked to the Site. Your linking to any other off-site pages or other sites is at your own risk.

8. Although Rheodyne may from time to time monitor or review Site content, Rheodyne is under no obligation to do so and assumes no responsibility or liability arising from the content nor for any error, defamation, libel, slander, omission, falsehood, danger or inaccuracy contained in any information within such locations on the Site. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory material or any material that could constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability or otherwise violate any law.

9. Software from this Site may be further subject to United States or any other country’s export laws, rules and regulations, as amended from time to time. Check your local laws and regulations accordingly before downloading or exporting any software from this Site.

10. Rheodyne may at any time revise these General Conditions by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current General Conditions to which you are bound.