TERMS AND CONDITIONS OF PURCHASE
APPLICABILITY
These terms and conditions of purchase (these "Terms") are the only terms which govern the purchase of the goods or products ("Products") and any related services by Rhythmlink International, LLC ("Buyer") from the seller named on the Purchase Order ("Seller"). The accompanying purchase order (the "Purchase Order" or “Order”) and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller's general terms and conditions regardless of whether or when Seller has submitted its sales confirmation or such terms. Acceptance is limited to the terms stated herein. All terms and conditions contained in any prior proposal or acknowledgment of this Order which are different from or in addition to the terms and conditions of this Agreement are hereby rejected and shall not be binding on Buyer, whether or not they would materially alter this Agreement, and Buyer hereby objects thereto. Seller will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or service covered by this Order is shipped or provided, or if an invoice is presented in connection with the said goods and/or services. Notwithstanding any other provision of this Agreement, Buyer reserves expressly the right to revoke this Order at any time prior to receipt of notice of acceptance by Seller.
SUPPLIER CODE OF CONDUCT
By accepting this purchase order, Seller agrees to comply with the Rhythmlink Supplier Code of Conduct. This can be located at https://rhythmlink.com/wp-content/uploads/2024/09/Rhythmlink-Supplier-Code-of-Conduct.pdf.
COMPLIANCE WITH LAWS
Seller warrants that all goods provided hereunder have been produced and all services performed are in compliance with all applicable foreign, federal, state, and local laws, statutes, ordinances, codes, rules, regulations or standards, including without limitation, the Occupational Safety and Health Act of 1970, the Federal Contract Work Hours and Safety Standards Act, the Fair Labor Standards Act of 1938, the Federal Food, Drug and Cosmetic Act as amended, including those related to pesticide and chemical residues, as applicable, and those pertaining to the manufacture, labeling, invoicing and sale of such goods or services, environmental protection, immigration, employment and occupational safety and health. Neither Seller, nor any of its subcontractors, will utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the supply of Products under these Terms.
UNITED STATES-MEXICO-CANADA AGREEMENT (USMCA)
Seller agrees to deliver as a separate line item a Certificate of Origin containing the nine Minimum Data Elements set out in the USMCA’s Annex 5-A for all Products that meet the USMCA Rules of Origin. Buyer reserves the right to withhold all payments to Seller until such time as a completed USMCA Certificate is delivered. Seller must additionally deliver a certification providing evidence that any Products, which are labeled “MADE IN THE USA” or with a similar U.S origin label, meet the U.S. Federal Trade Commission’s Made in USA standard including that all or virtually all of the content in fact originated in the United States.
STATE LAW/JURISDICTION AND VENUE
This Agreement and all matters arising out of or related to this Agreement shall be governed in all respects by the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of South Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of South Carolina. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of South Carolina in each case located in the City of Columbia, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
CERTIFICATES OF ORIGIN AND CUSTOMS DOCUMENTATION
No product, component, or ingredient with a foreign country origin is to be used without prior written approval from Buyer. Seller accepts all responsibility for the information on the Certificate of Origin, letter or affidavits. By accepting this Purchase Order, Seller accepts full responsibility for the completeness and accuracy of the corresponding Certificate of Origin and all other customs documentation provided to Buyer. Seller accepts any liabilities resulting from inaccurate data on these documents or failure to comply with Certificate of Origin requirements.
HASCOM REPORTING
If any of the items ordered herein constitute or contain "hazardous or toxic chemicals" as defined by any applicable foreign, federal, state or local law, rule or regulation, Seller shall provide at the time of delivery all required notices and information, including without limitation all Safety Data Sheets ("SDS") in approved form. Seller agrees to maintain such information current and shall provide Buyer with any amended, altered or revised information on a timely basis. When this Order or the specifications referred to herein, requires documentation or certification, this requirement is a material requirement of this Order; Seller's failure to provide such information prior to or at the time of delivery may result in withholding of payment until such is provided.
PACKAGING AND SHIPPING
All Products must be shipped at the most advantageous rates unless otherwise authorized in writing by Buyer. Any extra expense in effecting delivery of the Products not so shipped will be charged to Seller. Delivery shall not be deemed to be complete until all Products have been actually received and accepted by Buyer, notwithstanding any agreement to pay freight, express or other transportation charges.
If Seller fails to provide and deliver the quality or quantity of Products specified in any Purchase Order, Seller shall be liable for any additional costs or expenses incurred by Buyer to fulfill the applicable order. If Seller is delinquent in shipping product based on their commitment date, Seller is responsible for upgrading the shipment to an expedited method at their expense.
All material shall be properly packed for shipment. The Seller shall comply with the Buyer's standard routing and shipping instructions issued by the Buyer. If such instructions are not attached hereto or have not been previously received, instructions must be requested from the Buyer immediately. No additional charge will be allowed for packing, crating, freight, express or cartage unless specified on the face of the Order. Any loss or damage, whenever occurring, which results from Seller's improper packaging or crating shall be borne by Seller. All items shall be properly identified with Buyer's Order number releasing shipments against this Order and the Order item number or other identification number shown. Seller shall continue to bear all risk of loss until the materials and goods are delivered, or the services are completed.
DELIVERY SCHEDULE
Time is of the essence in the fulfillment of this Order. This Order is subject to cancellation if not shipped at the specified time. The Buyer reserves the right to refuse deliveries made in advance of the delivery schedule. Adequate scheduling of shipment of Products shall be made by Seller. Seller acknowledges that the delivery dates specified by Buyer are essential to fulfilling Seller’s obligations to Buyer. Seller shall not, however, make material commitments or production arrangements in advance of such time as is reasonably necessary to meet Buyer’s delivery schedule. No claims shall be allowed for such advance efforts. Shipments shall be strictly in accordance with Buyer’s delivery schedule and Seller shall have no claims or rights against Buyer for any production commenced in advance of an order from Buyer. Buyer reserves the right to return, at Seller’s expense, all Products received in advance of delivery schedules or to hold the Products and pay Seller’s invoices on normal maturity after the scheduled delivery date. Merchandise shipped after the time specified may be returned at the Seller's expense for full credit. Retention of all or any part of such merchandise or acceptance of any services shall not be considered acceptance of same. Acceptance of such merchandise shall not be deemed a waiver of the Buyer's right to hold the Seller liable for any loss or damage resulting therefrom, nor shall it act as a modification of the Seller's obligation to make future deliveries in accordance with the delivery schedule. Buyer shall be reimbursed in full for all merchandise returned and all services rejected. In addition, thereto, Buyer shall have the privilege, if shipment is not made or services are not provided on time, to purchase similar merchandise or services in the open market in such quantities as they may find necessary not exceeding the amount called for in this Order and hold Seller responsible for the difference, if any, between the price so paid and the Order price.
REJECTIONS
If any of the goods and/or services furnished hereunder are found at any time to be defective in material or workmanship or otherwise not in conformity with the requirements of this Order, Buyer, in addition to any other rights which it may have under all applicable warranties or otherwise, may at its option correct or have corrected the nonconformity at Seller's expense, or reject and return such goods and/or discontinue such services at Seller's expense and/or terminate this Order and any related contract. Such goods and/or services shall not be replaced or continued without written authorization from Buyer. Buyer may accept, without prejudice, a portion of any shipment, and, at its option, have Seller repair or replace any non-conforming portion of the shipment, at Seller's expense. Items rejected shall be removed promptly by the Seller at its expense and at its risk. Final acceptance shall not be conclusive with respect to latent defects, fraud or such gross mistakes as amount to fraud or with respect to the Buyer's rights under the "Warranty" Section of this Agreement.
SET-OFF
Without prejudice to any other right or remedy it may have, Buyer shall be entitled at all times to set-off any amount owing at any time from Seller to Buyer or any of its affiliates against any amount payable at any time by Buyer in connection with this Order.
NET PAYMENT TERMS
The Order price shall not be nor the terms hereof changed without the Buyer's written consent.
INVOICING
Upon submission of proper invoices, Buyer shall pay the Order price set forth herein for material and supplies delivered and accepted or services rendered and accepted; however, payment may be withheld or portions thereof deducted or set-offs made against Seller if Seller is not performing work in accordance with the provisions of this Order. There will be no minimum charges honored unless specifically agreed to prior to shipment. All invoices must bear the following certification in order to be processed for payment. “We hereby certify that these goods were produced in compliance with the Fair Labor Standards Act of 1938 as amended, and regulations and orders issued by the United States Department of Labor thereunder.” Shipments consigned directly to Buyer's customers that are shipped after the twentieth (20th) shall be considered as invoiced the following month.
PATENT AND COPYRIGHT INDEMNITY
Seller represents and warrants that neither the merchandise nor the sale thereof covered by this Order will infringe upon or violate any trademarks, patents, copyright or other legal rights of third parties. Seller agrees to indemnify and save Buyer harmless from and against any and all claims, liability, loss, costs, attorneys' fees, expenses and damages due to or arising from any such alleged infringement or violation. Seller agrees that all intellectual property developed as a result of this Order shall be the property of Buyer and that Seller will not make unauthorized use or disclosure of any of Buyer’s trade secrets and confidential information to which Seller might have access in the course of performing Seller’s obligations with respect to this Order.
INDEMNIFICATION
To the fullest extent permitted by law, Seller agrees to indemnify, save harmless, and defend Buyer and its affiliated companies, their respective customers, directors, officers, members, employees and agents, from and against any loss, liability, cost, expenses, suits, actions, claims and all other obligations and proceedings whatsoever, including without limitation, all judgments rendered against, and all fines and penalties imposed upon Buyer and any reasonable attorney's fees and any other cost of litigation (hereinafter collectively referred to as "liabilities") arising out of injuries to persons, including death, or damage to property, caused by Seller, its employees, agents, subcontractors, or in any way attributable to the Products sold and the performance and prosecution of the work herein contracted for, including without limitation breach of warranty or product liability except that Seller's obligation herein to indemnify Buyer shall not apply to any liabilities arising from Buyer's sole gross negligence. Seller agrees to expressly waive its immunity, if any, under the applicable workers' compensation law if such immunity may affect this indemnification obligation.
WAIVER
The Buyer's failure to insist upon strict compliance shall not be deemed to be a waiver of any right granted Buyer herein. Buyer shall not be deemed to waive any such right unless such waiver is in writing signed by the Buyer's CEO/COO; such waiver shall not constitute a waiver of any other default under this Agreement.
TAXES
Unless prohibited by applicable law, the Seller shall pay all federal, state, or local tax, transportation tax, or other tax which is required to be imposed upon the items ordered hereunder, or by reason of their sale or delivery; the Order price shall be deemed to include such taxes.
WARRANTY
Seller warrants as follows (collectively, the "Seller's Warranty"): (a) with respect to materials and goods, that (i) Seller has and shall deliver to Buyer good and marketable title to all materials and goods furnished subject hereto free and clear of any and all security interests, liens, claims, and other encumbrances, (ii) all such materials and goods shall conform to the Buyer’s specifications, the requirements of this Order and approved sample or samples, if any, (iii) such materials and goods shall be merchantable and fit for the Buyer's and its customer's intended use, and (iv) such materials and goods shall be free from defects in design, material and workmanship; and (b) with respect to services, that (i) Seller has full authority and right to provide such services without restriction, (ii) such services shall conform to the Seller's specifications and the requirements of this Order, and (iii) such services shall be provided in a good and workmanlike manner consistent with all industry standards and applicable laws, rules, regulations, and codes, and (iv) such services shall be free from defects. Seller's Warranty shall remain in effect and inure for the benefit of the Buyer's customers. Neither approval by the Buyer of the Seller's design nor acceptance of the goods or services shall release or discharge Seller from liability for damages resulting from a breach of Seller's Warranty. If any defect, failure, non-conformity, or breach of Seller’s Warranty appears, Buyer shall have the right to take the following actions: (1) retain such defective items and an equitable adjustment will be made in the Order price for such defective items; (2) require Seller to repair or replace such defective items or correct such defective service, at the Seller's sole expense, including all shipping, transportation, and installation costs; or (3) correct or replace such defective items or services with similar items or corrective services, and recover the total cost thereof from the Seller. The aforesaid warranties shall survive acceptance and payment and shall run to Buyer, its customers and their successors in title and shall not be deemed to be exclusive, but shall be in addition to Buyer's other rights under the terms of this Agreement or at law or equity.
TERMINATION BY BUYER
Buyer shall have the right for any reason or no reason, and at Buyer’s convenience and discretion, to terminate this Order in whole or in part at any time, and from time to time, by written or telegraphic or other electronic communication, to give notice effective upon receipt by Seller, even though Seller is not in breach of any obligation hereunder. Upon receipt of notice of termination, Seller shall immediately discontinue performance and shall comply with Buyer's instructions concerning disposition of completed and partially completed items, work in progress and materials acquired pursuant to this Order. In the event of such termination, Seller shall be paid an amount in settlement to be mutually agreed upon by the parties which shall cover Seller's reasonable costs of performance incurred prior to termination in connection with the items for which this Order is terminated plus a reasonable profit based upon such costs. However, said payment shall not exceed the price specified herein for such items. In no event shall the Seller be entitled to recover incidental or consequential damages. Seller shall advise the Buyer, in writing, of Seller's claim, if any, for termination costs within ten (10) days after receipt of the notice of termination. Without limiting the foregoing, Buyer’s right of termination under this provision shall include (but not be limited to) Buyer’s determination in Buyer’s sole discretion that the goods or services provided by Seller do not meet Buyer’s needs or quality standards in any respect at any time. Buyer’s right of termination in this provision shall supersede and have primacy to any contradictory term or termination limitation contained in any separate proposal or agreement between Buyer and Seller.
INSURANCE
Seller shall obtain and maintain commercial general liability insurance with a company rated “A- VII“ or better by A. M. Best. Such policy shall have minimum coverage of $2,000,000 per occurrence, which can be met through an umbrella or standard policy or any combination thereof. The insurance shall be evidenced by a Certificate of Insurance naming Rhythmlink International, LLC as an “Additional Insured” under its Vendor Broad Form endorsement.
DEFAULT
Buyer may by written notice of default to Seller terminate the whole or any part of this Order in any one of the following circumstances: (i) if Seller fails to perform within the time specified herein or any extension thereof; or (ii) if Seller fails to perform any of the other provisions of this Order, or so fails to make progress as to endanger performance of this Order in accordance with its terms; or (iii) if the Seller shall become insolvent or make a general assignment for the benefit of creditors or if a petition under any bankruptcy act or similar statute is filed by or against the Seller, and in any of these circumstances does not cure such failure within a period of ten (10) days or such longer period as Buyer may authorize in writing. Upon such termination, Buyer may procure, upon such terms as it shall deem appropriate, supplies or services similar to those so terminated, in which case Seller shall continue performance of this Order to the extent not terminated and shall be liable to Buyer for any excess costs for such similar supplies or services. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (a) to extend the delivery schedule and/or (b) to waive other deficiencies in Seller's performance, in which case an equitable reduction in the Order price shall be granted. Buyer shall have the right at any time to require assurance from Seller. In the event Seller for any reason anticipates difficulty in complying with the required delivery date or performance schedule, or in meeting any of the other requirements of this Order, Seller shall promptly notify Buyer in writing. If Seller does not comply with Buyer's delivery schedule or performance schedule, Buyer may require delivery by fastest means and charges resulting from the premium transportation must be fully prepaid and absorbed by the Seller. The rights and remedies of the Buyer provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law or equity or under this Agreement. If Buyer incurs damages as a result of the Seller's delay in delivery, Seller shall be liable for such damages.
FORCE MAJEURE
No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; and/or (e) embargoes or blockades in effect on or after the date of this Agreement. The Impacted Party shall give notice within thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of sixty (60) consecutive days following written notice given by it under this Section, the other party may thereafter terminate this Agreement upon ten (10) days' written notice.
INDEPENDENT CONTRACTOR
Except as specifically and expressly provided herein, the parties shall be considered independent contractors for the purposes of this Agreement and any Purchase Order. The relationship between Buyer and Seller shall not be that of partners, agents or joint venturers. Nothing in this Agreement or any Purchase Order shall be deemed to constitute a partnership, agency agreement or joint venture between them for any purpose whatsoever.
ASSIGNMENT
Seller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller's prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer's assets.
SEVERABILITY
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
SURVIVAL
Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated in this Agreement. The terms and conditions contained in the Order may not be added to, modified, superseded or otherwise altered except by a written modification signed by the Buyer's Purchasing Agent or CEO/COO. Each delivery shall be deemed to be only upon the terms and conditions contained in this Agreement, which shall supersede all inconsistent provisions included in (a) Seller's proposal, (b) any separate agreement between Seller and Buyer, and (c) any subsequent acknowledgment by Seller, notwithstanding the Buyer's act of accepting or paying for any delivery or similar act of the Buyer.
TERMS AND CONDITIONS OF SALE
GENERAL TERMS AND CONDITIONS OF SALEORDERS: By placing an order with Rhythmlink International, LLC (“RLI”) for RLI’s products (“Products”), Buyer accepts these terms and conditions, unless Buyer and RLI have executed a written agreement which specifically supersedes and replaces these terms and conditions. Orders are not binding on RLI unless and until accepted by RLI in writing. RLI’s acceptance of any order is expressly limited to the terms and conditions hereof without addition, modification, or exception, and any term or condition hereafter submitted by Buyer which is inconsistent with or in addition to the terms and conditions set forth hereon is objected to and is hereby rejected by RLI. RLI’s silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be RLI’s acceptance or approval thereof.
DELIVERY: Unless otherwise stated on the front of the invoice, Buyer shall be responsible for all freight, insurance, and other costs related to transport of the Products from RLI’s warehouse, and Buyer shall bear all risk of loss or damage from that point. Buyer shall promptly notify RLI, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give such notice within such time shall be deemed an acceptance in full of any delivery. RLI shall not be liable for any shipment delays beyond the reasonable control of RLI which affect RLI or any of RLI’s suppliers, including, but not limited to, delays caused by natural disasters, acts of war, acts or omissions of Buyer, fire, strike, riot, governmental interference, unavailability or shortage of materials, labor, fuel, or power through normal commercial channels at customary and reasonable rates, or transport failures.
PRICE AND PAYMENT: RLI, at its discretion, may require reasonable advance assurances of payment. All unpaid invoices shall bear interest at an amount equal to 2 % of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less) commencing upon the date payment is due. Buyer’s failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods, and termination of any one or more sales agreements. RLI retains (and Buyer grants to RLI by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with all sales agreements, and Buyer agrees to execute any additional documents necessary to perfect such security interest and authorizes RLI to execute and file financing statements or other necessary documents to perfect and continue such security interest. In the event that a sales invoice shall be placed by RLI in the hands of an attorney for the purpose of collection or for the purpose of enforcing RLI’s security interest in the Products, Buyer agrees to pay any and all costs associated with such placement, including without limitation, attorney’s fees and costs incurred prior to, during, or subsequent to trial. The amount due RLI is contracted in U.S. Dollars and payment in U.S. Dollars is of the essence.
WARRANTIES. RLI warrants that the Products shall be new and of good quality and free from defects in material and workmanship for a period of twelve months from the date of delivery. In the event any of the Products are found to be defective during such period, RLI will, at its option, repair or replace the defective Product or refund the purchase price attributable thereto.
EXCEPT AS PROVIDED ABOVE, RLI MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OR PERFORMANCE OF THE PRODUCTS AND IT HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL RLI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE LOSSES OR DAMAGES, INCLUDING THOSE RESULTING FROM THE PRODUCTS, THEIR DELIVERY, OR THEIR USE
SHIPPING POLICY
We ship all orders via FedEx or UPS. Please let us know if you have a carrier preference at the time of your order.
Both FedEx and UPS require the following information to ensure that orders are received in a timely manner:
- Phone Number
- Address classification [residential or commercial]
- Note: FedEx and UPS do not ship to PO Boxes
Not all products are available for international shipping.
2nd Day & Overnight Shipping
Need product immediately? We can ship your order 2nd Day and Overnight. For rates, call 866.633.3754 [803.252.1222].
Tracking information
Shipping confirmation and tracking information can be sent via e-mail if requested. Please include your e-mail address on your orders for online tracking.
View the FedEx Map to determine transit time.
View the UPS Ground Map to determine transit time.
Return Material Authorization
Rhythmlink warrants that the products shall be new and of good quality and free from defects in material and workmanship for a period of 12 months from the date of delivery. In the event any of the products are found to be defective during such., Rhythmlink will, at its option, repair or replace the defective product or refund the purchase price attributable. If a product return is required a Return Material Authorization (RMA) will be issued and the product must be returned within 90 days of the RMA being issued or the authorization to return could be revoked.