May 15, 2023 

Standard Terms and Conditions for the Sale of Goods

These STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS (the “Terms”) are applicable to all quotes, bids, and sales of products and goods (the “Goods”) by Rapidia Tech, Inc. (“Rapidia”), however, the price, quantity, and Delivery Location (as defined below) for the Goods may be separately agreed and/or set forth in a quote delivered by Rapidia, an order issued by the applicable customer (“Buyer”) and accepted by Rapidia, or some other communication between Rapidia and Buyer (such agreed price, Delivery Location, and quantity, together with these Terms, the “Agreement”).

1. Terms of Agreement Prevail Over Buyer’s Order. The parties intend solely for the express terms and conditions contained in this Agreement. In the event of a conflict between these Terms and any term or condition in any other document, website, order, or communication, these Terms shall control. Any terms and conditions which seek to add to this Agreement, including any terms or conditions stated on an order or website, shall have and be given no effect. These Terms supersede all prior oral or written agreements, proposals, discussions, correspondence, representations, warranties, and covenants. No course of prior dealings, acceptance, or acquiescence in a course of performance and no usage of the trade shall be relevant to supplement, explain, or modify this Agreement. All representations, promises, warranties, or statements by an agent or employee of Rapidia that differ in any way from this Agreement hereof shall be given no effect or force. No waiver or alteration of Terms shall be binding unless in writing, signed by an authorized employee of Rapidia. Notwithstanding the foregoing, if Rapidia and Buyer have separately negotiated and entered into a separate agreement signed by both parties (“Separate Agreement”), such Separate Agreement shall control over any conflicting term or condition of this Agreement, but only to the extent such Separate Agreement explicitly states the intended variance from these Terms.

2. Ordering Procedure.

2.1 Orders. By issuing an order for Goods to Rapidia, Buyer makes an offer to purchase such Goods pursuant to this Agreement.

2.2 Acceptance, Rejection, and Cancellation of Orders. Rapidia has no obligation to accept any order; however, Rapidia may accept an order (whether submitted by Buyer or via acceptance of a bid or quote) by confirming the order in writing or by delivering the applicable Goods to Buyer, whichever occurs first (each accepted order, an “Order”). Rapidia may reject or cancel an Order, which it may do without liability or penalty, and without constituting a waiver of any of Rapidia’s rights or remedies under this Agreement.

2.3 Order Deposit. Upon Rapidia’s acceptance of an Order, Buyer shall be obligated to pay a non-refundable deposit of thirty percent (30%) of the applicable Order (the “Order Deposit”). The remaining seventy percent (70%) of the applicable Order shall be due within thirty (30) days of Buyer’s execution of the Acceptance Form (as defined below).

2.4 Cancellations and Modifications of Orders. Cancellation or modification of all or part of any Order is subject to Rapidia’s prior written consent in each instance. If cancellation or modification is allowed, Buyer agrees to pay to Rapidia all expenses incurred and damage sustained by Rapidia as a result of the cancellation or modification, and Buyer is solely responsible for the costs to transport the Goods back to Rapidia’s designated location. In the event of a cancellation or modification of an Order, Buyer shall not be entitled to a refund of the Order Deposit.

2.5 Lead Times. The minimum lead time from the date Rapidia accepts an Order is six (6) weeks.

3. Shipment, Delivery, Acceptance, and Inspection.

3.1 Shipment. Unless the Delivery Location is at a Rapidia facility, Rapidia shall select the method of shipment for, and the carrier of, the Goods. Rapidia, in its sole discretion, without liability or penalty, may make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale and Buyer shall pay for the Goods shipped, in accordance with the payment terms specified in this Agreement, whether such shipment is in whole or partial fulfillment of an Order. Buyer agrees to use first-in-first-out inventory practices with respect to the Goods it purchases from Rapidia.

3.2 Delivery. Unless otherwise agreed to in writing by the parties, Rapidia will, at Buyer’s sole cost and expense, deliver the Goods, at the location specified in the Order (the “Delivery Location”), using Rapidia’s standard methods for packaging and shipping.

3.3 Late Delivery. Any time quoted for delivery is an estimate only; provided, however, that Rapidia shall use commercially reasonable efforts to deliver all Goods within a reasonable time consistent with the Order.

3.4 Transfer of Title and Risk of Loss.

(a) Title to Goods shipped under any Order passes to Buyer upon Buyer’s payment in full for the Goods.

(b) Risk of loss and damage passes to Buyer upon delivery to the carrier.

3.5 Installation and Testing. After delivery of the Goods, Rapidia shall supply a technician (the “Rapidia Technician”) to the site identified in the applicable Order for installation and testing of the Goods (the “Installation and Testing Site”) to conduct installation and testing of the Goods. Upon the installation of the Goods, the Rapidia Technician shall conduct testing to ensure that the Goods conform to the specifications in the applicable Order. If the Goods conform to the specifications in the applicable Order, Buyer shall accept the Goods and sign the form supplied by Rapidia Technician (the “Acceptance Form”). In the event that the Rapidia Technician determines the Goods are Nonconforming Goods (as defined below), the Rapidia Technician shall use commercially reasonable efforts to remedy any nonconformities at the Installation and Testing Site. If the Rapidia Technician cannot remedy such nonconformities at the Installation and Testing Site and determines, in its sole direction, that such Nonconforming Goods must be returned to Rapidia, the Rapidia Technician shall organize the return of such Nonconforming Goods to Rapidia, at Rapidia’s sole cost and expense. Following receipt of the Nonconforming Goods, Rapidia, in its sole discretion, shall either: (a) replace such Nonconforming Goods with conforming Goods; or (b) refund to Buyer the applicable Order Deposit. If Rapidia exercises its option to replace the Nonconforming Goods, Rapidia shall ship to the Delivery Location, at Rapidia’s expense and risk of loss, the replacement Goods, at which point, the process stated in this Section 3.5 shall be repeated. THE REMEDIES SET FORTH IN THIS SECTION 3.5 ARE BUYER’S EXCLUSIVE REMEDIES FOR THE DELIVERY OF NONCONFORMING GOODS, SUBJECT TO BUYER’S RIGHTS UNDER SECTION 6.1 WITH RESPECT TO ANY SUCH GOODS FOR WHICH BUYER HAS ACCEPTED DELIVERY UNDER THIS SECTION 3.5. “Nonconforming Goods” means any Goods received by Buyer from Rapidia pursuant to an Order that: (i) do not conform to the Goods listed in the applicable Order; (ii) do not conform to the specifications on the Order; or (iii) exceed (and then only to the extent the Goods exceed) the quantity of Goods ordered by Buyer pursuant to an Order. Where the context requires, Nonconforming Goods are deemed to be Goods for purposes of this Agreement.

4. Price and Payment.

4.1 Price. Buyer shall purchase the Goods from Rapidia at the prices set forth in the Order, or if no prices are set forth in the Order, at Rapidia’s then-current list price for such Goods (the “Prices”). For purposes of clarity, the term “Prices” shall also include any prices for the installation and testing of the Goods and any training services provided by Rapidia.

4.2 Taxes. All Prices are exclusive of, and Buyer is solely responsible for, and shall pay all taxes, levies, imposts, duties, deductions, charges, fees, or withholdings imposed, levied, withheld, or assessed by any governmental authority with respect to, or measured by, (a) the manufacture, sale, shipment, receipt, use, or Price of the Goods, (b) the receipt or use of any installation or testing of the Goods, or (c) the receipt or use of any training services provided by Rapidia, including interest and penalties thereon; provided, however, that Buyer shall not be responsible for any taxes imposed on, or with respect to, Rapidia’s income, revenues, gross receipts, personnel, or real or personal property.

4.3 Payment Terms. Except as otherwise provided in these Terms or an applicable Order, Buyer shall pay to Rapidia all invoiced amounts within thirty (30) days from the date of such invoice. Buyer shall make all payments by check or wire transfer. In some cases, Rapidia may also accept payment via credit card or other payment card, and in such instances, Buyer hereby agrees to pay an additional three percent (3%) of the amount of such payment. Buyer shall make all payments in the currency listed in the applicable invoice (either Canadian or US dollars).

4.4 Late Payments. Buyer shall pay interest on all late payments calculated daily and compounded monthly, at the lesser of the rate of one and a half percent (1.5%) per month or the highest rate permissible under applicable law. Buyer also shall reimburse Rapidia for all reasonable costs incurred by Rapidia in collecting any late payments, including attorneys’ fees and court costs. In addition to all other remedies available under this Agreement or at law (which Rapidia does not waive by the exercise of any rights under this Agreement), if Buyer fails to pay any undisputed amounts when due under this Agreement, Rapidia may suspend the delivery of any Goods.

4.5 No Set-off Right. Buyer shall not have, and acknowledges that it does not have, any right, under this Agreement, any Order, or any other agreement, or under law, to withhold, offset, recoup, or debit any amounts owed (or to become due and owing) to Rapidia.

5. Term; Termination.

5.1 Termination. In addition to any remedies that may be provided under this Agreement, Rapidia may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of this Agreement, in whole or in part; or (c) 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.

5.2 Effect of Expiration or Termination. Any termination under this Agreement automatically operates as a cancellation of any deliveries of Goods to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Goods had been accepted by Rapidia. With respect to any Goods that are still in transit upon the termination of this Agreement, Rapidia, in its sole discretion, may require that all sales and deliveries of such Goods be made on either a cash-only or certified-check basis.

6. Warranties.

6.1 Limited Warranty. Rapidia warrants to Buyer that for a period of ninety (90) calendar days from the date of shipment of the Goods (“Warranty Period”), such Goods will materially conform to Rapidia’s published specifications in effect as of the date of this Agreement (“Limited Warranty”). Rapidia shall not be liable for a breach of the Limited Warranty unless: (a) Buyer gives written notice of the defect, reasonably described, to Rapidia within ten (10) days of the time when Buyer discovers the defect or after the end of the Warranty Period; (b) Rapidia is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Rapidia) returns such Goods to Rapidia’s place of business at Rapidia’s cost for the examination to take place there; and (c) Rapidia reasonably verifies Buyer’s claim that the Goods are defective. Rapidia shall not be liable for a breach of the Limited Warranty if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Rapidia’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Rapidia. Subject to the foregoing, with respect to any such Goods during the Warranty Period, Rapidia shall, in its sole discretion, either: (A) repair or replace such Goods (or the defective part) or (B) credit or refund the price of such Goods at the pro-rata contract rate provided that, if Rapidia so requests, Buyer shall, at Rapidia’s expense, return such Goods to Rapidia. THE REMEDIES SET FORTH IN THIS SECTION 6.1 SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND RAPIDIA’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH HEREIN.

6.2 DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, RAPIDIA MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

6.3 Maintenance and Support. These Terms solely cover the sale of the Goods and not any maintenance or support of equipment or other Goods, and do not create any obligation to provide support or maintenance of the Goods. Rapidia offers support and maintenance for certain Goods; any obligations for support and maintenance of any Goods is subject to Rapidia and Buyer entering into an applicable agreement governing such services.

7. Limitation of Liability.

7.1 NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT SHALL RAPIDIA OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (a) WHETHER SUCH DAMAGES WERE FORESEEABLE, (b) WHETHER OR NOT RAPIDIA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (c) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

7.2 MAXIMUM LIABILITY FOR DAMAGES. IN NO EVENT SHALL RAPIDIA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO RAPIDIA PURSUANT TO THE APPLICABLE ORDER GIVING RISE TO THE CLAIM.

7.3 ASSUMPTION OF RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS, OR FAILURE RELATED TO THE USE OF SUCH GOODS.

8. Intellectual Property Rights.

8.1 Manufacturing and Rapidia Tooling. Buyer acknowledges and agrees that all intellectual property rights relating to the manufacturing of the Goods are the sole and exclusive property of Rapidia or its third-party licensors, and Buyer shall not acquire any ownership interest in any of Rapidia’s intellectual property rights under this Agreement. Any goodwill derived from the use by Buyer of Rapidia’s intellectual property rights inures to the benefit of Rapidia or its third-party licensors. Without limiting the foregoing, all dyes, test and assembly fixtures, gauges, jigs, patterns, casting patterns, cavities, molds, and documentation (including engineering specifications and test reports) used by Rapidia in connection with its manufacture and sale of the Goods, together with any accessions, attachments, parts, accessories, substitutions, replacements, and appurtenances thereto are owned by Rapidia (“Rapidia Tooling”), and Buyer has no right, title, or interest in or to any of the Rapidia Tooling.

8.2 Rapidia Marks. Rapidia shall retain all right, title, and interest in and to any and all trademarks that Rapidia may own, including the RAPIDIA trademark (Serial Number 97548160) (the “Printer Mark” and together with all other Rapidia trademarks, the “Rapidia Marks”). Buyer recognizes the value of the goodwill associated with the Rapidia Marks and all use of the Rapidia Marks, and that any goodwill associated with the Rapidia Marks will inure to the benefit of Rapidia.

8.3 Buyer Artwork. Buyer hereby grants to Rapidia all right, title, and interest in and to all artwork provided by Buyer intended to be included on the Goods (excluding Rapidia Marks, the “Buyer Artwork”).

8.4 Restrictions on Software. Certain equipment may be delivered with software used to facilitate the functionality of the Goods. Buyer shall not modify, alter, reverse engineer, de-compile, translate, disassemble, or distribute any software applications provided by Buyer, nor make any attempt to discover the source code of such software, nor create derivative works from such software.

9. Confidentiality. All non-public, confidential, or proprietary information of Rapidia, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates that Rapidia discloses to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and regardless of whether marked, designated, or otherwise identified as “confidential” in connection with the Agreement, is confidential, solely for the use of performing the Agreement, and may not be disclosed or copied unless authorized in advance by Rapidia in writing. Upon Rapidia’s request, Buyer will promptly return all documents and other materials received from Rapidia. Rapidia will be entitled to injunctive relief for any violation of this Section 9, without having to post bond or establish the insufficiency of a remedy at law. This Section 9 does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

10. Miscellaneous.

10.1 Non-solicit. Throughout the Term and for a period of one (1) year thereafter, Buyer agrees that it will not, directly or indirectly, solicit any Rapidia employee nor any employee of an affiliate of Rapidia for employment, without written consent from Rapidia.

10.2 Notices. All notices, consents, approvals, and other communications that are required or permitted to be given to the parties under the Agreement shall be (a) given in writing and delivered in person or by electronic mail, overnight courier, or certified mail, postage prepaid, return receipt requested, to the receiving party at the address or email address shown in the applicable Order, or to such other address or email address as such party may have given to the other by notice pursuant to this Section 10.2; and (b) deemed delivered, given, and received (i) on the date of delivery, in the case of delivery via personal delivery or electronic mail, (ii) on the delivery or refusal date, as specified on the return receipt in the case of certified mail, or (iii) on the tracking report, in the case of overnight courier.

10.3 Relationship of the Parties. The relationship between Rapidia and Buyer is solely that of vendor and vendee, and Rapidia and Buyer are independent contracting parties.

10.4 Indemnification. Buyer shall defend, indemnify, and hold harmless Rapidia and its subsidiaries and affiliates, and their respective officers, directors, and employees from all damages, losses, liabilities, and expenses (including reasonable attorneys’ fees), arising out of or as a result of claims by third parties (“Claims”) relating to (a) the fraud, gross negligence, or willful misconduct of Rapidia under this Agreement; or (b) Rapidia’s use of the Buyer Artwork on any Goods delivered under this Agreement.

10.5 Survival; Statute of Limitations. Any provision that, in order to give proper effect to its intent, should survive such expiration or termination, including, without limitation, Section 3.5, Section 4, Section 6, Section 7, and Section 10 will survive the expiration or earlier termination of this Agreement.

10.6 Severability. If any term or provision of this Agreement is held invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible, so that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.

10.7 Right to Manufacture and Sell Competitive Goods. This Agreement does not limit Rapidia’s right to manufacture or sell, or preclude Rapidia from manufacturing or selling, to any person or entity, or entering into any agreement with any other person or entity related to the manufacture or sale of, the Goods and other goods or products that are similar to or competitive with the Goods.

10.8 Waiver. No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of Rapidia. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement: (a) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or (b) any act, omission, or course of dealing between the parties.

10.9 Assignment. Buyer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Rapidia. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations under this Agreement. This Agreement is binding on and inures to the benefit of the parties and their respective permitted successors and permitted assigns.

10.10 Force Majeure. Rapidia will not be liable for any failures or delays caused by strikes, differences with workers, or any causes beyond the reasonable control of Rapidia, including but not limited to fires, floods, accidents, action of any governmental authority, war, insurrection or riots, or shortages of labor, energy, raw materials, production facilities, or transportation. Where delays or failures are caused by labor difficulties, Rapidia will not be obligated to seek or obtain any settlement that, in Rapidia’s sole judgment, is not in Rapidia’s best interest.

10.11 Governing Law. These Terms are made under and will be construed in accordance with the laws of the State of Illinois, other than such laws, rules, regulations, and case law that would result in the application of the laws of a jurisdiction other than the State of Illinois. Any suit to enforce any provision of this Agreement, or arising out of or based upon this Agreement, shall be brought exclusively in the state or federal courts located in Chicago, Illinois.

10.12 Interpretation. For the purposes of this Agreement, (a) the words “including,” “included,” and “includes” mean inclusion without limitation; (b) headings are for convenience only and shall not have any effect on interpretation; (c) words in the singular will be construed to include the plural, and vice versa, unless the context requires otherwise; and (d) each party acknowledges it has been represented by legal counsel, or has had full opportunity to seek the advice of legal counsel, and therefore, in the event of an ambiguity or question of intent or interpretation arises, the Agreement shall be construed as if jointly drafted by the parties and no presumption, inference, or burden of proof shall arise favoring or disfavoring a party by virtue of authorship of any or all of the Agreement provisions.

10.13 Counterparts. If signatures are required on an Order, (a) the Order may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one document, and (b) a signature in “PDF” format or an electronic signature on the Order shall be deemed an original and be binding upon the party against whom enforcement is sought.