Terms & Conditions

1.1 General

1.1.1 These terms and conditions constitute the full and final expression of the contract for the sale of products and services by RCD LLC dba DT Engineering (hereinafter “Seller”) to the Buyer. These terms and conditions are an integral part of the agreement between Buyer and Seller, and shall supersede and replace all prior quotations, purchase orders, correspondence or communications, whether written or oral, between the Seller and the Buyer.

1.1.2 The contract for sale of the products and services is expressly limited to the terms and conditions of sale stated herein. Any additional or different terms proposed by the Buyer are hereby rejected, unless expressly accepted in writing by the Seller.

1.1.3 Notwithstanding any conflicting or additional provisions contained in or accompanying the Buyer’s purchase order, correspondence, or other form of acknowledgement, the Buyer shall be bound by these terms and conditions when the Buyer sends a purchase order or otherwise indicates acceptance of this contract, or when it accepts delivery from Seller.

1.2 Errors

1.2.1 Written proposal and price quotations are subject to revision in case of typographical and clerical errors, whether in favor of the Buyer or the Seller, upon written notice by either party.

1.3 Prices

1.3.1 Prices in the quotation by the Seller include only the products and services described, and do not include any other products, services, modifications or additions unless specifically provided in writing by the Seller. Written quotations are valid for 60 days unless indicated otherwise in writing by the Seller. All prices quoted are in U.S. dollars.

1.4 Changes

1.4.1 The prices in the quotation by the Seller are based on the quantity of products and services specified. Modification, changes, additions, cancellations or suspension will not be binding up Seller unless the Seller accepts such change in writing.

1.4.2 By written notice and acceptance by the Seller, the Buyer may change certain specifications of the goods or services, components or materials to be used, method of packing or shipment, or, to the extent of the Seller can meet the changes, the quantity of the goods or extent of the services. For each change by the Buyer, the Seller shall in its discretion adjust the prices, adjust the time for delivery, or adjust both the prices and the time of delivery.

1.4.3 In addition to the changes described above, engineering changes may be required or requested. Such engineering changes that are not included in the price in the Seller’s quotation. After product designs are submitted for the Seller’s engineering approval, changes in designs, dimensions, materials, components or any other change that would require engineering changes, will not be accepted without the Seller’s specific review and approval. Each such change must be submitted in the form of an Engineering Change Request (ECR), and may be subject to price and schedule adjustments by Seller.

1.4.4 Any ECR submitted by Seller to Buyer requires the Buyer to accept or reject the ECR as submitted within ten business days. Buyer’s failure to respond to Seller’s ECR within ten business days shall constitute an acceptance of such ECR, and the Seller shall notify the Buyer of changes to the pricing, costs, expenses, labor, materials and/or time for delivery required by the ECR.

1.5 Taxes

1.5.1 Prices quoted do not include any taxes, and all taxes must be paid by the Buyer. Sales, use or other taxes that may be levied on the transactions by local, state, federal or foreign governments are not included in the quoted price and will be the sole responsibility of the Buyer.

1.6 Payment

1.6.1 Payment terms are to be specified in writing between the parties. In no case, shall the payment terms permit the Buyer to defer more than 10% of the entire purchase order price until after final delivery of the products.

1.6.2 If at any time, the Buyer fails to fulfill any of the payment terms of an outstanding contract between the Buyer and the Seller, the Seller may suspend work and all further shipments to the Buyer until such payments are made, or the Seller may, at its option, cancel the order. Seller’s suspension, delay, or cancellation hereunder shall not constitute any breach of any agreement between the parties.

1.6.3 The Seller reserves the right to require 10% payment in advance as security for the Buyer’s performance. If at any time the Buyer’s financial responsibility becomes impaired or unsatisfactory to the Seller, the Seller reserves the right, even after partial shipment on any order, to require from the Buyer satisfactory security for performance of the Buyer's obligations. Refusal to furnish such security will entitle the Seller to suspend shipments until such security is furnished and, at its option, to cancel the order. Seller’s suspension, delay, or cancellation hereunder shall not constitute any breach of any agreement between the parties.

1.6.4 The Seller will make no allowance for work done by the Buyer unless previously authorized by the Seller in writing.

1.7 Deliveries

1.7.1 The Seller shall, in no event, be held liable for loss, damages, or expenses caused by delays in delivery. All delivery dates are approximate and are subject to change based on, receipt of Buyer’s acceptance or purchase order, timely receipt of progressive payments and receipt of necessary parts or materials, and finalization of all details including prints and certified sample parts necessary for proper execution of the order. An estimated delivery date will be supplied to the customer at the time of PO in an acknowledgement letter from the Seller.

1.7.2 The Buyer bears sole risk and expense for the Seller’s acceptance of materials or components specified or supplied by the buyer. The Seller shall have no liability for loss, damages, or expenses resulting from delays in shipping or nonperformance due to any such cause. In the event of delay in performance due to any such cause, the date of delivery or time for completion may be extended by a period reasonably necessary to overcome the effect of such delay. This delay will be covered by an ECR which will address new delivery schedule and cost impact.

1.7.3 All methods of shipping are to be specified by the Buyer. Unless otherwise agreed in writing by the parties, the Buyer assumes both the expenses and risks involved in transportation of goods. Unless otherwise specified, all quotations are Ex-Works, the Seller's factory. After delivery to carriers, all goods shall be at the Buyer's risk. The title of goods will remain with the Seller until the Buyer has paid the Seller in full.

1.8 Delivery Delays Caused by Buyer

1.8.1 If because of the unavailability of qualified parts, the Seller team is idled in their development efforts or required to spend additional labor due to slowed efforts to use modified or reused parts, buyer will be responsible for actual costs (if labor, only actual hourly rate, not employee benefits) incurred.

1.8.2 If because of unavailable or late customer provided runoff material, the runoff date is delayed, the Buyer agrees to pay the Seller the progress payment associated with that project milestone at the budgeted runoff date.

1.8.3 If the project is put on hold for 60 days or more for any reason, the Buyer agrees to pay the Seller all costs incurred by the Seller for engineering/manufacturing, labor, material (whether received or contracted), and overhead and a reasonable margin

1.8.4 Upon resuming work on the project after any such delay or hold, the Seller reserves the right to re-quote the remaining work, including any additional work required to complete the project, at the Seller’s prevailing rates.

1.8.5 When engineering changes are required, the Buyer must sign an Engineering Change Request within ten business days or work on the project may be suspended at the discretion of the Seller and at the sole risk of delay and expense of the Buyer.

1.9 Force Majeure

1.9.1 The Seller shall have no liability for loss, damages, or expenses resulting from delays in shipping or nonperformance caused by war, riots, strikes, labor disputes, fires, floods, act of any governmental authority, embargoes, serious accidents, delays in receipt of materials from the suppliers or subcontracts (not due in part to the Seller), act of the Buyer, acts of God, force majeure, or any other circumstances beyond the Seller’s control. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be extended by a period reasonably necessary to overcome the effect of such delay.

1.10 Cancellations

1.10.1 An order may only be terminated by the Buyer upon written notice transmitted via e-mail and/or courier to the Seller. Termination shall only become effective upon such notice and payment of termination charges, which includes (1) all costs incurred by the Seller for engineering/manufacturing, labor, material (whether received or contracted), and overhead and a reasonable margin (2) a cancellation charge of 30% of the total price of the project as reflected in the purchase order and any amendments or ECRs. Notwithstanding whether any termination has become effective under this paragraph by such payments, the Seller shall be entitled to suspend or terminate work immediately upon receipt of any notice of cancellation.

1.11 Indemnification and Costs

1.11.1 The Buyer shall indemnify, protect, defend, and hold harmless the Seller and the Seller’s shareholders, officers, directors, employees, successors, and assigns (“Indemnified Parties”) from any claims, losses, damage, costs, or expenses, including without limitation, attorneys’ fees and costs of defense, that the Seller may suffer or incur as a result of any lawsuit, legal proceeding, administrative proceeding, or judgment in any way related to, arising out of, or in connection with this agreement, services performed by or on behalf of the Seller, equipment delivered by the Seller, or material prepared by the Seller. The Seller shall have no obligation to defend or indemnify the Buyer in connection with any proceeding.

1.11.2 In no event shall the Seller assume responsibility for or be liable (a) for penalties or penalty clauses of any nature or description; (b) for indemnification or defense of the Buyer for claims, losses, damage, costs, or expenses in any way related to, arising out of, or in connection with this agreement, services performed by or on behalf of the Seller, equipment delivered by the Seller, or material prepared by the Seller; (c) for any special, indirect, incidental or consequential losses or damages, even if the Seller shall have been advised of the possibility of such potential loss or damage; (d) for any damage or loss caused by delay in furnished goods or services or any other performance under or pursuant to any contract with Purchaser; or (e) violation of any federal, state or local laws or regulations relating to the safety or use of the goods.

1.11.3 In the event of default or breach by the Buyer of any of the terms of these terms and conditions, or this contract, then the Buyer agrees to pay all costs incurred by the Seller in enforcing the terms and conditions including but not limited to a reasonable attorneys’ fees and court costs.

1.12 Ownership and Intellectual Property

1.12.1 Unless otherwise stated, with respect to work done or services performed for the Buyer by the Seller, ownership of all patent rights on drawings, design, and inventions developed by the Buyer and shared with the Seller under this contract, as well as all future manufacturing and sales related thereto, shall be the property of the Buyer at final payment. Any such intellectual property relating to the design will become the property of the Seller if full final payment is not received. All drawings, designs, inventions, and documents proprietary to the Seller remain the property of the seller. Regardless of whether the Seller shared such drawings, designs, inventions, and documents under this contract, the Buyer may not use any such drawings, designs, inventions, or documents without license and written authorization from the Seller.

1.13 Prototyping

1.13.1 Seller may identify certain processes on specific stations in the quote that may require additional engineering, manufacturing or prototyping during the design process (“Prototyping”), for example because the process for the machine is not clear or unproven. Seller will provide these services for an additional charge through the ECR procedure (Section 1.6, above) to rectify the issue and provide a final design. Such Prototyping, in the Seller’s sole discretion, may be required before the Seller can offer firm pricing for products. These stations are identified in Seller’s quote by reference to this section (1.15) of this Agreement. This process is investigative only and the Seller specifically disclaims all warranties for such services and prototype products, including warranties of merchantability and will not guarantee fitness for a purpose. Should the Buyer decline such services, Seller may design the stations or equipment at the seller’s direction but will not be responsible for the performance of the station. Defects identified during the acceptance of this equipment impacted by this station will be eliminated from the acceptance criteria and calculations and will be the sole responsibility of the Buyer.

1.13.2 For customer mandated processes, equipment/stations, or third-party equipment to be integrated into DT Engineering design, Seller will not accept responsibility for performance of such items. Any additional work required to implement these items outside the scope of Sellers quote will be addressed via the ECR process. If performance of any of these items cannot meet the acceptance criteria or causes any other items or stations to fail to meet the acceptance criteria, such items and the associated stations on the system will be eliminated from the acceptance criteria.

1.14 Purchase Money Security Interest

1.14.1 The Buyer grants the Seller, and Seller reserves, a purchase-money security interest in each product purchased per this Agreement and in any proceeds, there from, for the full amount of the contract price. The Buyer agrees that the Seller may sign on the Buyer’s behalf, any document required to protect such security interest. Payment in full of the purchase price of a purchase order shall release the security interest on that product.

1.15 Spare Parts

1.15.1 Upon request, the Seller can provide a price quote for spare parts Due to the custom characteristics of each product or system, the Seller cannot predetermine the costs of spare parts. The Seller does not make any representations or warranties as to the pricing for spare parts.

1.16 Equipment Acceptance

1.16.1 Upon any acceptance hereunder, the Buyer’s final payment will become immediately due and payable (unless otherwise agreed per the payment terms).

1.16.2 The Buyer shall designate and provide a qualified representative capable of signing acceptance documentation to complete the final acceptance of the goods under this contract. If the Buyer does not designate and provide a representative to complete the final acceptance, the Seller’s representative is hereby authorized to sign on behalf of the Buyer in full and final acceptance of the goods, waiving all claims for defect or breach of any warranty.

1.16.3 At the time of acceptance of the goods, the Buyer is required to provide any necessary or certified parts, any inspection equipment, and any other parts or equipment necessary for the Buyer’s acceptance of the goods. If the Buyer fails to provide such parts or equipment, the Buyer thereby accepts the goods immediately and waives all claims for defect or breach of any warranty.

1.16.4 Equipment acceptance is based upon the process provided in the Seller’s quote document. Other acceptance criteria as requested by the customer can be addressed which may incur additional cost.

1.17 Limitation of Liability

1.17.1 1.17.1 THE REMEDIES OF THE BUYER SET FORTH IN THIS CONTRACT ARE EXCLUSIVE AND ARE ITS SOLE REMEDIES FOR ANY FAILURE OF SELLER TO COMPLY WITH ITS OBLIGATIONS HEREUNDER. NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR DAMAGE TO PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF PRODUCTS, COST OF CAPITAL, CLAIMS OF CUSTOMERS OF THE BUYER OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, REGARDLESS OF WHETHER SUCH POTENTIAL DAMAGES ARE FORESEEABLE OR IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF SELLER ARISING FROM OR RELATED TO THIS CONTRACT WHETHER THE CLAIMS ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE PRICE OF THE PRODUCT OR SERVICES ON WHICH SUCH LIABILITY IS BASED.

1.18 Complete Agreement

1.18.1 These terms and conditions, along with any specifically negotiated terms, are the complete agreement between Buyer and Seller. There are no understandings or agreements relative to this contract that are not fully expressed herein, and no change shall be made in this contract unless reduced to writing and signed by both parties, or pursuant to the ECR procedure as outlined at Section 1.6, above. No statement, recommendation or assistance made or offered by the Seller or its representative to the Buyer or his representative, about the use of any products sold by the Seller, shall be or constitute a waiver by the Seller of any of the provisions hereof or change the Seller's liability as herein defined.

1.19 Non-Waiver and Severability

1.19.1 Forbearance or failure of the Seller to enforce any of these conditions or to exercise any right accruing from any default of the Buyer shall not affect or impair the Seller's rights in case such default continues, or in case of any subsequent default of the Buyer and such forbearance or failure will not act as a waiver in case of other or future defaults of the Buyer. If any provision of these Terms and Conditions should under applicable law, in whole or in part, be held invalid, illegal, or void, such invalidity, illegality, or unenforceability will in no event affect the applicability of the other provisions.

1.20 Governing Law and Dispute Resolution

1.20.1 This agreement shall be considered to have been made in the State of Missouri, and it shall be governed by and interpreted per the internal laws of the state of Missouri, excluding the United Nations Convention on Contracts for the International Sale of Goods. Any action that arises out of or relates to this agreement must be brought in a federal or state court with jurisdiction over Lebanon, Missouri, and that has jurisdiction of the subject matter. The Buyer irrevocably consents that any such court shall have personal jurisdiction over the Buyer and exclusive jurisdiction over the dispute, and the Buyer waives any objection that the court is an inconvenient forum.

1.21 Notices

1.21.1 Any notice in any way arising out of or required by this Agreement must be in writing. Notices regarding changes to the specifications, costs, or prices under this agreement must be made by email. All other notices, including any notice of alleged breach, cancellation, or dispute of this agreement must be sent by both email and courier (personal delivery). 

1.21.2 Notices hereunder must be sent to the parties, as follows: 

If to Seller:
DT Engineering
1107 Springfield Road
Lebanon, MO 65536

If to Buyer:
Seller’s Representative
Seller’s Company
Seller’s Address
Seller’s Rep. Email

1.21.3 Either party may at any time notify the other party in writing as set forth herein of a change of address or person for the purposes of serving notice. 

This document is property of DT Engineering, 1107 Springfield Rd., Lebanon MO 65536
DT Engineering Terms And Conditions Of Sale_RevG 5-5-2023