Rawson, Inc.

Parker.com online transactions supplemental terms and conditions
Some products offered through www.parker.com may be fulfilled by our distribution partners. Our distribution partners shipping and delivery terms and conditions may differ from those offered by Parker. When ordering a product sold by a distribution partner, you should check their terms and conditions for details on shipping and delivery. Parker is an agent of our distribution partner for the sole and express purpose of promoting the products and receiving funds as payment for their products sold through www.parker.com, and transmitting those funds to the distribution partner. Parker's receipt of funds on behalf of a distribution partner is equal to receipt of the funds directly by the distribution partner. When you make a payment to Parker for a distribution partner product, you have fulfilled your payment obligations and your debt due to the distribution partner extinguishes upon receipt by Parker.

You should contact the distribution partner directly via the contact information provided for any inquiries or customer service issues related to their products, such as returns, and Parker regarding product  warranty issues. As payment agent, Parker will refund any money to you for returns of the distributor partner?s products via the payment method used to purchase the product, after we receive notice from the distributor partner that you have returned products to them in accordance with their return policy.

Parker reserves the right to refuse or cancel any orders placed for products which the sale or use of such product in your state or jurisdiction is restricted or prohibited.

Pricing errors may occur on www.parker.com from time to time, on items sold by Parker, or items sold by a distribution partner on www.parker.com. Parker attempts to correct all pricing errors as soon as they are discovered, or as soon as Parker receives notice of an error. Parker reserves the right to cancel any orders containing pricing errors, with no further obligations to you, even after your receipt of an order confirmation or shipping notice from Parker. Any payments you make to Parker for orders that are cancelled due to pricing errors will be refunded.

DISTRIBUTOR SALES TERMS & CONDITIONS
Introduction
The following Standard Terms and Conditions of Sale shall apply to the sale of equipment, software, material and services (collectively, the "Equipment") by Rawson, Inc., Industrial Controls Distributors LLC, or their subsidiaries ("Seller") and are incorporated into  and made part of any agreement or proposal between a Seller and a customer (“Customer”):
Contract terms
These Standard Terms and Conditions of Sale (the "Terms") are the only terms and conditions applicable to the sale of the Equipment. Acceptance by Seller of any order is expressly conditioned upon Customer's acceptance and assent to the Terms and Seller hereby rejects any additional, different or inconsistent terms, conditions or limitations contained in Customer’s orders or otherwise. These Terms may not be changed, modified or amended, in whole or in part, except in writing, signed by an officer of Seller.
Any obvious typographical or clerical error herein is subject to correction by Seller.
Prices and taxes
Quoted prices are valid for acceptance within thirty (30) days of quotation date, and are exclusive of any applicable taxes or miscellaneous charges not specified in the quotation. The prices and deliveries provided on Seller’s quotations are predicated on receiving an order for the models and quantities offered. Any deviations will require a reconfirmation of price and delivery. The prices of any and all Equipment shall be confidential and Customer shall not disclose such prices to any unrelated party. Any sales, usage, excise, or other taxes which Seller may be required to pay or collect under any existing or future law with respect to the sale, manufacture, process, delivery, storage, use, consumption or transportation of any Equipment sold to Customer are the responsibility of and shall be paid by Customer. Customer shall promptly pay the amount of any such tax to Seller upon demand or, in lieu of such payment, may issue tax exemption certificates in accordance with the appropriate taxing authority.
Payment terms
Subject to the approval of Seller's Credit Department, and unless otherwise agreed to in writing, terms of payment are net cash thirty (30) days following the date of invoice, or by letter of credit paid upon submittal of shipping documents, all payable in U.S. currency to Seller. A service charge of 11/2% per month (equivalent to an Annual Percentage Rate of 18%), up to the maximum amount permitted by law, will be applied on invoices not paid on or before the due date. Customer shall be liable to Seller for all costs incurred in collecting past due amounts, including but not limited to all court costs and reasonable attorney’s fees. Customer shall give written notice to Seller for any claim of error in charges within ten (10) days of shipment date of Equipment. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
Cancellation
Prior to shipment of the Equipment, Customer may terminate its order provided that Seller is given reasonable notice and Seller is compensated for all costs and expenses incurred or committed, plus a reasonable profit and for any losses resulting.
Title and Risk of Loss
Title and risk of loss or damage to or destruction of the Equipment shall pass to Customer from the earlier of the time that Seller delivers such Equipment to the carrier or to Customer or Customer's agent. Any claims for loss or damage after risk of loss has passed to Customer shall be filed with the carrier. Customer shall give written notice to Seller of any claim for shortage or error in Equipment shipped within five (5) days of shipment date of Equipment.
Security interest
Seller shall retain a security interest in all Equipment sold to Customer until Seller receives full payment of all amounts due and owing. Seller shall have the right to file any and all documents and take any action it deems necessary to fully establish protection of its security interest in the Equipment; however, the failure of Seller to file any such document shall not in any way act as a waiver of Seller’s right to such security interest.
Delivery
All Equipment is sold F.O.B. manufacturing or shipping location unless otherwise specified. Quoted delivery dates are approximate estimates determined at the time of quotation and are subject to revision due to variations in order processing and manufacturing or specifications and quantity. Seller assumes no liability for losses arising  from inaccurate estimates, and  is permitted  to  make partial shipments against this Contract. In the event Customer suspends delivery of an order, Seller reserves the right to charge a monthly storage fee equal to 2% of the value of suspended items.
Force majeure
Seller will not be liable or held responsible for any delays or losses resulting directly or indirectly from Acts of God, severe weather conditions, labor disputes, governmental actions, inability to obtain permits, licenses, raw materials or shipments of product, war, riots, shortages and any other circumstances or causes beyond Seller’s reasonable control. If such a delay occurs, delivery or performance shall be extended for a period equal to the time lost by reason of delay.
Documentation
Seller shall provide Customer with copies of such data or documentation, as agreed in the quotation. If additional data or documentation is requested by Customer, Seller will provide such additional copies at Customer's expense.
Returns
Customer shall inspect all goods upon receipt and shall be deemed to accept delivery of such goods, unless notice is given to Seller in writing of any defect or non-conformity. Return authorizations will not be granted beyond sixty (60) days from the ship date of an item. Customer may request to return Equipment by contacting its account salesperson to request a return authorization number. No Equipment will be accepted for return without a valid return authorization number clearly noted on the outside of the shipment. Unauthorized returns are subject to refusal at Seller’s facility or may be returned freight collect to the shipping point. Any return shipment must be made freight prepaid unless Seller has expressly authorized Customer in writing to ship such Equipment to Seller at Seller's expense. All returns of Equipment authorized by Seller are subject to Seller's standard restocking charges as such and then effective. Seller's current minimum restocking charges are the greater of 25% of the invoiced price or $60 per item. Non-stock items are subject to higher restocking charges, up to 100%. All material returned for credit must be in new and resaleable condition, in original packaging, and is subject to inspection prior to the issuance of any credit. Seller will issue credit memos for returned material; debits will not be accepted.
Services
Services rendered by Seller, whether with or without charge, are only technical or advisory in nature and are merely incidental to the sale of the Equipment. When any such services are rendered, Customer will retain full responsibility for and full control, custody and supervision of the Equipment and the installation, selection of material thereof, and a representative of Customer shall be present with full authority to direct operations.
Limited warranty and disclaimer
Except for the warranties applicable to a specific category of Equipment, which are set forth separately, seller expressly disclaims and excludes all other warranties and makes no representation or warranty of any kind, whether written or oral, express or implied, including but not limited to any warranty of merchantability, fitness for particular purpose, and/or any other matter with respect to any of the equipment. 
The warranties made are in lieu of any other warranty, express or implied, and can be amended only by a written instrument signed by officer of Seller. Seller shall bear no liability or responsibility for Customer's incorrect assembly, installation or improper use of the Equipment or Customer's failure to maintain or inspect the Equipment. Seller shall not be liable for, and Customer assumes all liability for, all injury and property damage connected with the handling, transportation, or further manufacture, fabrication, modification, assembly, or processing of the Equipment.
Waivers and releases
Except as provided in the warranty document and for the willful misconduct or gross negligence of Seller, its employees or agents, Customer hereby releases Seller, its employees, agents and "controlling persons" (within the meaning of section 20 (a) of the Securities Exchange Act of 1934, as amended) from all liabilities, claims, costs, expenses, losses and damages of any and every kind arising out of  or resulting, directly or indirectly, from any defect or failure of the Equipment or any act, omission, error or delay in the performance, or nonperformance of Seller's obligations and duties under these Terms. To the extent, if any, that Seller, its employees, agents or “controlling persons" shall have any liability under these Terms, Customer's exclusive remedy shall be set forth in the warranty documents. Customer waives all claims for special, consequential, exemplary or punitive damages and all claims regarding loss of revenue, income, profit and use or damages, whether same be direct, indirect, incidental or consequential.
Modifications
Seller reserves the right to modify the design of any Equipment without obligations, and Seller is not obligated to so modify Equipment previously or subsequently sold.
Confidential information
All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and  whether or not marked, designated or otherwise identified as "confidential", in connection with the agreement between the parties is confidential, solely for the use of performing the agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Customer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.
Termination
In addition to any other remedies that may be available to a party, Seller may terminate the agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under the agreement after Customer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii)  becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
Assignment
Customer shall not (by operation of law or otherwise) assign its rights or delineate its performance hereunder without the prior written consent of Seller, and any attempted assignment or delineation by Customer without such consent shall be voided.
Relationship of the parties 
The relationship between the parties is that of independent contractors. Nothing contained in this agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Severability
Any provision contained herein determined to be unenforceable, illegal or invalid shall be automatically voided and shall not affect the enforceability, legality or validity of the remaining provisions herein.
Governing law and venue
This contract shall be governed by and construed in accordance with the laws of the State of Texas, with any claim or matter to be adjudicated in the courts of the State of Texas, in Harris County.
Export Compliance
The products, items, technology or software covered by a quotation/order may be subject to various laws including U.S. and foreign export controls. Seller is committed to complying with all relevant export laws. If these items are of United States origin and are being exported from the United States, the following statement applies: “These commodities, technology or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited”. Customer is responsible for applying for export licenses, if required, based on end user or country of ultimate destination.



DISTRIBUTOR RETURNS POLICY
Exchange/Replacement/Credit returns will be processed by Rawson at no cost (including return freight).  Warranty / Quality returns as well as items damaged due to shipping are covered under this clause as well.
Returns due to Customer spec/order error or “change of mind” will incur a 25% restocking fee, and the customer is responsible for return freight.
Returns must be requested within 60 days of purchase.  
PLEASE NOTE: Special order, customized, assembled or installed items are non-returnable.


DISTRIBUTOR RETURNS INSTRUCTIONS FORMS
For ALL product returns, please follow the instructions below to assure prompt handling:
Email us at info@rawsonlp.com providing the purchase date, the original invoice number, the item number, a description of the reason for the return and your contact information.
Or, you may call us at 1-800-779-1414 and ask for Customer Service prepared to provide the required information above.
Your request will be reviewed and a return material authorization valid for 60 days will be emailed to you, or you will be contacted as to why the return cannot be accepted.
All items returned must be new, in original packaging, with original documentation, unused, undamaged, in saleable condition.
No returns accepted without a valid return material authorization.
DISTRIBUTOR SHIPPING POLICY
In stock items standard shipping: orders processed and shipped within 2 business days.
In stock items expedited shipping: orders placed before 2:00 PM ET will be processed and shipped same business day. Orders placed after 2:00 PM ET will be processed and shipped the following business day.
Terms: FCA (“Free Carrier”) Distributor’s Site
Backorders: If the items you have selected is currently not in stock we will give you an expected shipping time at checkout or by a follow-up email.
Multiple shipments: The merchandise you order may be filled from several locations and so items may arrive separately. You will not incur additional shipping charges under these circumstances. Your original shipping charge will be invoiced on the first shipment with no shipping charges on subsequent shipments.
You will be charged for your items after each shipment separately when it ships. The total charges for all the shipments will equal to the total for the entire order.
Orders over $5,000: Order over $5,000 cannot be shipped to P.O. Boxes. These items must be sent to a street address.
Shipping to multiple addresses: We cannot ship to multiple addresses.
Carriers: We use 3 different carriers to make sure your items arrive to you on time:
FedEx
UPS (United Parcel Service)
USPS (United States Postal Service)
Please note: We use U.S. Postal Service only for shipments to P.O. Boxes, APO and FPO addresses.