Terms
Terms & Conditions
The following Terms and Conditions shall apply to all goods purchased by you (“Customer”) from Radius LLC and/or any of its divisions or affiliates (“Radius”).
1. PAYMENT TERMS are as shown on this Quotation. If no terms are shown, payment is due Net Thirty (30) days from date of invoice. Radius reserves the right to require payment in advance or COD whenever, and for any reason, doubt as to Customer’s financial condition develops. In such an event, Radius shall not be liable for non-performance of this contract in whole or part.
2. QUOTATIONS are valid until the date stated on the quote. All quotations, order and contracts are subject to correction for clerical, technical or administrative errors by Radius. Prices quoted are based on quantities shown. Prices do not include taxes or shipping charges, unless stated.
3. SHIPMENTS are furnished as stated on the quote. Title and risk of loss of goods shall pass to Customer upon Radius’ delivery to the carrier. When ordering, Customer shall explicitly state method of shipment preferred. In the absence of shipping instructions, or if the instructions do not conform to Radius’ shipping procedures or business requirements, Radius shall have the right to ship goods in accordance with its standard procedures. Customers shall be responsible for all shipping costs, including
insurance. Customer agrees to accept over shipments an under shipments on each individual order, not to exceed 10% of the quantities ordered. Claims for loss or damage
in transit must be made against the carrier.
4. DELIVERY and PACKAGING dates shown on quotations and other documents are approximate only and Radius shall have no liability for any loss or damage caused by delays in filling or delivering orders to Customer. All shipments will be bulk packaged unless specifically stated in writing by Customer (additional charges may apply).
5. TAXES: In addition to prices stated in the quotation, Customer shall pay and reimburse Radius for all taxes, including without limitation, any excise, sales, use or other
taxes, related to the goods shipped to the Customer for which Radius may be liable or is compelled to collect.
6. OWNERSHIP OF TOOLS AND MOLDS: Unless otherwise stated, all equipment, tooling and molds used by Radius to produce goods remain the property of Radius until the Customer meets the production quantities quoted in the Estimated Annual Usage (EAU) provided by the customer for two consecutive years and fulfilled all payment
obligations. Additional charges will be incurred to prepare tooling for relocation to another location, if Customer requests it.
7. REPAIR, REPLACEMENT and DISPOSAL of TOOLING: Radius shall perform routine inspection and basic maintenance on all Tooling before or after production order runs. When quantities of goods produced on tooling exceeds the normal production life of the tool, or if tooling is damaged, Radius shall provide a quote to the Customer for
all necessary repairs or replacement of such tooling, if feasible. If Customer does not accept the quote, Radius shall have no obligation to produce the applicable goods for
Customer. Any tooling that has been inactive for two (2) years or longer may, at Radius’ discretion, be disposed, recycled or destroyed by Radius if Customer does not agree to pay storage fees within ninety (90) days of written notice by Radius of the inactive tool.
8. CUSTOMER’S INTELLECTUAL PROPERTY: All goods produced by Radius for Customer are produced to dimensional specifications and designs furnished by Customer.
Customer shall defend, indemnify and hold harmless Radius and its from and against any and all liability, costs, expenses (including attorney’s fees), claims and relief in connection with any claims or actions arising from any alleged infringements of any patent, design, copyright, trademark, or other intellectual property right of a third party
relating to the use, production, or sale of goods produced by Radius hereunder, either as such or as parts or units of complete entities, except fro such goods as Radius
manufactures under its own patent rights.
9. RADIUS’ INTELLECTUAL PROPERTY: All drawings, data, specifications, designs, patterns, molds, manufacturing methods, tools, samples and other items prepared by Radius, including inventions made by Radius incident to this agreement shall be the sole and exclusive property of Radius.
10. INSURANCE: Customer shall be responsible for carrying applicable insurance on all Customer owned tooling, inserts and parts; including transportation insurance.
11. INDEMNIFICATION: Customer shall indemnify, defend and hold Radius harmless from and against all liability, cost and expense (including attorneys’ fees) for claims and actions of any kind by any third party for injury, alleged injury, death, property damage or alleged property damage arising out of or in any way connected with the use,
possession or transfer of the goods manufactured and delivered hereunder, unless caused by the gross negligence or intentional misconduct of Radius.
12. CUSTOMER PROVIDED INSERTS must include 10% additional inserts over and above the amount required to fill the applicable order and shall be delivered FOB
Radius’ location of choice, all charges prepaid by Customer. If inserts are shipped without such prepayment, Radius shall invoice Customer for shipping charges plus a 15% handling charge. All inserts are subject to approval of design and fit for function by Radius. Radius assumes no liability for damages to molds or tools caused by incorrect inserts, nor for molded parts in which inserts were furnished by Customer and found defective after molding.
13. CANCELLATION: Accepted orders may only be cancelled by Customer by providing written notice to Radius within forty-five (45) days prior to the anticipated ship date. In the event an order is cancelled by Customer, Customer shall pay Radius for all completed work at the unit price set forth in the quotation; for all work in progress on the basis of percentage of completion thereof times the order unit price; for all raw materials; for un-amortized tooling, engineering and cancellation charges incurred on the basis
of cost to Radius; and for handling and overhead charges, all as determined in the reasonable discretion of Radius.
14. WARRANTY DISCLAIMER: Radius warrants that the goods sold hereunder shall be produced in accordance with Customer’s applicable drawings and/or specifications which have been submitted to and approved by Radius. THIS WARRANTY COMPRISES THE SOLE AND EXCLUSIVE WARRANTY RELATING TO GOODS SOLD BY RADIUS. RADIUS MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH THE RESPECT TO ITS GOODS. RADIUS
SPECIFICALLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES REGARDING ITS GOODS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM THE COURSE OF DEALINGS OR USAGE OF TRADE.
15. INSPECTION: Customer shall inspect any goods delivered by Radius and shall within thirty (30) days after delivery, notify Radius of any non-conformance or defect in the goods covered by Radius’ warranty. Unless customer gives notice in such a manner, the goods shall be deemed to have been accepted by the Customer with full notice of
any such defect or non-conformance. Customer’s inspection shall be conducted in accordance with normal industry standards. Customer agrees that such standards allow for certain variations and defects, and there may be defective goods within such shipments which do not constitute a breach of warranty by Radius.
16. REMEDIES: In the event that any goods supplied by Radius fail to conform to the terms of Radius’ warranty, Customer’s exclusive remedy shall be limited to the return of
the non-conforming or defective goods to Radius and refund of the purchase price for any goods, provided the goods are returned within (30) days after timely notice of non-
conformance or defective goods have been given to Radius in accordance with Section 15 (Inspection), and confirmed by Radius to be non-conforming or defective. All
claims for non-conformance or breach of warranty shall be deemed waived unless the goods are returned within the thirty (30) day period. All shipping costs related to the
return of such goods shall be paid by Customer, and Customer shall comply with all return procedures established by Radius. IN NO EVENT SHALL RADIUS BE LIABLE
FOR ANY OTHER DAMAGES, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES,
LOST PROFITS, LOST BUSINESS OPPORTUNITY, ATTORNEYS’ FEES, DAMAGE TO BUSINESS OR BUSINESS RELATIONSHIPS OR LOSS OF GOODWILL, WHETHER FOR BREACH OF WARRANTY OR FOR BREACH OF REPUDIATION OF ANY CONTRACTUAL TERM OR LEGAL DUTY IN CONTRACT TORT, STATUTE OR OTHERWISE, RELATING TO THE SALE OF GOODS BY RADIUS. In any event, Radius’ liability to Customer shall not exceed the total amount actually paid by the Customer to Radius during the three (3) month period preceding the event giving rise to the liability. No action, regardless of form, arising out of or alleging either a breach of any warranty or a breach of any contractual term or legal duty may be brought more than one (1) year after the cause of action accrues. Radius shall not be responsible for disassembling cost and shall not issue a refund for any goods in any assembled units.
17. DOCUMENT RETENTION: All records, documents, communications and other information relating to the goods furnished by Radius shall be retained in accordance with Radius’ policies. Radius shall have no duty to retain any Customer records or other information relating to the goods furnished to Customer for any period of time. 18. TECHNICAL ADVICE may be furnished by Radius to Customer before or after delivery of goods in regard to the use, design or other attributes related to the goods. This advice is furnished on the basis that it represents Radius’ best judgment under the circumstances by that it is used at the Customer’s sole risk. Radius makes no representations or warranties relating to such technical advice. Designs including, but not limited to, 3D models and 2D prints, are furnished in this same manner, even if
presented to Customer on Radius title block.
19. FORCE MAJEURE: Radius does not assume the risk of and shall not be liable for delay or failure to perform any of its obligations by reason of circumstances beyond the
reasonable control of Radius.
20. GOVERNING LAW / VENUE will be governed by the laws of the State of Minnesota. IN the event any action or suit is brought by either party by reason of any default or
breach of these Terms and Conditions by the other party, the non-defaulting party shall be entitled to recover from the defaulting party of all of its costs and expenses, including reasonable attorneys’ fees.
Last Updated: 06-22-2022