Standard Terms and Conditions of Sale
I. GENERAL These terms and conditions apply to purchases from Reotemp Instrument Corp ("Reotemp") on all orders for products and/or services.
A. Buyer purchase orders are not binding until confirmed by written acceptance by Reotemp. Oral orders are not accepted. B. Prices are based on these terms and conditions of sales and are effective from date of publication, and subject to change without notice. C. Reotemp reserves the right, without prior notice, to:
II. PAYMENT TERMS AND SALES TAX A. If Buyer has previously established credit terms: Net 30 days from shipment date. B. If credit is not established, payment plus estimated (by Reotemp) freight charges shall accompany purchase order, unless other accommodations are agreed upon in writing with Reotemp. C. Cash or anticipation discounts are not permitted. D. Reotemp reserves the right to revoke any credit extended to Buyer if Buyer fails to pay for any shipments when due. If, in Reotemp's opinion, there is any adverse change in Buyer's financial condition, Reotemp shall have the right to suspend further shipments until receipt of adequate assurance of Buyer's ability to pay therefore. E. Payment terms are specified on the invoice. Any invoice not paid when due is subject to a late payment charge of 1.5% per month, or if such rate is greater than the maximum rate permitted by applicable law, then at the highest rate allowed by applicable law. In the event the Buyer fails to make full payment when due and Reotemp employs an attorney or collection agency to assist in collection of the account, Buyer agrees to pay all of Reotemp's reasonable cost of collection, including collection agency fees and court costs. F. Unless otherwise stated, prices do not include sales, use, excise, and similar taxes applicable to either the products or the materials used in the manufacture of products or services. All such taxes and charges shall be shown separately on Reotemp's invoices.
III. TRANSPORTATION A. All shipments are Ex Works, Reotemp's loading dock, except as expressly provided below. B. Each shipment is deemed accepted in good condition by the common carrier and title and all risk of loss or damage pass to Buyer upon that acceptance by the carrier. Buyer is responsible for inspecting the merchandise upon receipt. Buyer shall insist that visible damage be noted on its copy of the freight bill. If the product has been lost or damaged in transit, Buyer must file the claim with the carrier, as Reotemp bears no responsibility for any such loss or damage. C. Freight, handling and insurance charges:
Prepaid Shipments: All freight, handling and insurance charges shall be invoiced to Buyer.
Collect Shipments via UPS or FedEx: All freight and handling charges shall be billed to the collect account number provided. Collect shipments are NOT insured. Buyer must request coverage if required and the insurance cost will be added to the freight charge. All uninsured shipments are the responsibility of Buyer. Reotemp assumes no responsibility for any such loss or damage.
Truck Shipments: All freight, handling and insurance charges shall be billed to the account number provided. Truck shipments are NOT insured. Buyer must request insurance coverage, if required, and the insurance cost will be added to the freight charge. All uninsured shipments are the responsibility of the Buyer. Reotemp assumes no responsibility for any such loss or damage. D. All shipments are made by carriers of Reotemp's choice. Any special arrangements requested by Buyer shall be at Buyer's additional expense. E. Buyer shall report any quantity shortages, incorrect items, or billing errors in writing to Reotemp within fifteen (15) days of delivery. Sales order and invoice numbers are to be furnished on all claims. F. Reotemp reserves the right to make delivery in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of Buyer's obligation to accept remaining deliveries. G. Reotemp shall not be liable for failure to deliver or delay in delivery occasioned by causes beyond Reotemp's control, including without limitation, strikes, lockouts, fires, embargoes, terrorist attacks, war or other breakouts of hostilities, acts of God, inability to obtain shipping space, machinery breakdowns, delays of carriers or suppliers, and domestic or foreign governmental acts or regulations. In the event of any delay in delivery due to such causes, unless otherwise agreed, the time for delivery shall be deemed extended for a period of sixty (60) days, and Buyer shall extend the letter of credit if payment is to be made by letter of credit. If delivery is not made within such extended sixty-day period, the contract shall be deemed cancelled without liability to either party. In no event shall Buyer be entitled to incidental or consequential damages for late performance or a failure to perform.
IV. RETURNS No return shall be accepted without a Reotemp-furnished Return Material Authorization number (RMA#). Please reference the Return Material Authorization (RMA) Policy for Reotemp Products.
V. LIMITED WARRANTIES A. Reotemp warrants that our products will meet Reotemp's published specifications. All claims under this warranty must be made in writing immediately upon discovery and except as noted below, within one (1) year from invoice date. Any product which is determined by Reotemp to be defective and returned to Reotemp freight collect at Reotemp's expense shall be, as Buyer's sole and exclusive remedy, repaired, replaced or credited, at Reotemp's option. B. Reotemp warrants all pressure and temperature measurement products against defective workmanship or materials under normal use and service for the following periods after the date of shipment:
FIVE YEAR WARRANTY
Process Grade Bimetal Thermometers (3", 4", and 5" dial sizes)
THREE YEAR WARRANTY
Industrial Pressure and Differential Pressure Gauges
Valves and Manifolds
ONE YEAR WARRANTY
Diaphragm Seals
Pressure Transmitters and Switches
RTD and Thermocouple Sensors
OEM Bimetal Thermometers
Digital Thermometers
Remote Reading Thermometers
Thermowells
Accessories and Other Items
Reotemp's liability is limited to repair or replacement at the factory, shipping charges prepaid. This warranty does not cover deterioration from normal wear and tear, exposure to corrosive materials, exposure to temperatures or pressures in excess of those recommended, excessive vibration, forces, or abrasion which cause deformation of component parts. This warranty is expressly in lieu of any other warranty, expressed or implied. Reotemp shall not be liable for any defect or consequential damages arising out of any defects or from any cause whatsoever. Suitability of product for the customer's application rests with the customer; Reotemp does not warrant suitability of its products for the application chosen by the customer.
Reotemp will only accept shipments with returned product that are accompanied with a return authorization issued by Reotemp. Please respect the health and safety of our employees by cleaning goods before return, disclosing any chemicals or foreign substance that may be on returned product and enclosing MSDS information. Handling and cleaning fees may apply.
Reotemp reserves the right to make product improvements and change its specifications stated throughout the catalog at any time without notification. Please contact the factory on all critical dimensions and specifications for verification.
VI. INTELLECTUAL PROPERTY LIABILITY Reotemp reserves all rights in all Reotemp intellectual property, including without limitation offer documents, in particular illustrations, drawings, calculations, brochures, catalogs, models, samples, and tools. Such documents must not be made available to third parties without written consent from Reotemp. Buyer, upon Reotemp's request, will return all offer documents that are no longer necessary in the ordinary course of business. For orders according to Buyer specifications, Buyer is liable for third-party rights or property rights and indemnifies Reotemp against such claims. Reotemp agrees to indemnify, defend and hold harmless Buyer against any claims, suits, actions or proceedings claiming the infringement of intellectual property rights by any Reotemp designed product. Reotemp agrees to either pay for costs of such defense, including legal fees, provide a non-infringing replacement, or refund to Buyer the amount that Buyer paid Reotemp for the infringing product.
VII. LIMITATION OF LIABILITY UNLESS APPLICABLE LAW OTHERWISE REQUIRES, REOTEMP'S AND ANY OF ITS VENDOR'S TOTAL LIABILITY TO BUYER, BUYER'S CUSTOMERS OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS & CONDITIONS, FROM THE USE OF THE PRODUCTS FURNISHED OR SERVICES RENDERED OR FROM ANY ADVICE, INFORMATION OR ASSISTANCE PROVIDED BY REOTEMP (BY ANY METHOD, INCLUDING A WEBSITE), IS LIMITED TO THE PRICE OF THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM, WHICH AMOUNT SHALL BE FIXED AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, AND SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST REOTEMP. BUYER'S FAILURE TO TIMELY SUBMIT A CLAIM HEREUNDER SHALL WAIVE ALL CLAIMS FOR DAMAGES OR OTHER RELIEF INCLUDING BUT NOT LIMITED TO CLAIMS BASED ON LATENT DEFECTS. NEITHER REOTEMP NOR ITS VENDORS SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, CONSEQUENTIAL OR PENAL DAMAGES (INCLUDING, BUT NOT LIMITED TO BACK-CHARGES, LABOR COSTS, COSTS OF REMOVAL, REPLACEMENT, TESTING OR INSTALLATION, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED PRODUCTS, DAMAGE TO ASSOCIATED PRODUCTS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF PRODUCTS, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWNTIME, OR CLAIMS FROM BUYER'S CUSTOMERS OR OTHER PARTIES). IF REOTEMP FURNISHES BUYER WITH ADVICE OR OTHER ASSISTANCE WHICH CONCERNS ANY PRODUCTS SUPPLIED HEREUNDER, OR ANY SYSTEM OR EQUIPMENT IN WHICH ANY SUCH PRODUCTS MAY BE INSTALLED, THE FURNISHING OF SUCH ADVICE OR ASSISTANCE IS GRATUITOUS AND WILL NOT SUBJECT REOTEMP TO ANY LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS.
VIII. CANCELLATION CHARGES Reotemp may impose cancellation charges equal to the cost of raw materials purchased by Reotemp and labor and materials costs incurred (and not otherwise mitigated), dedicated to manufacturing Products prior to the date of Buyer's cancellation notice. A 25% cancellation fee will be assessed if engineering calculations and drawings (if needed) are completed prior to the date of Buyer's cancellation notice.
IX. ASSIGNMENT An order shall not be assigned by either party without the express written consent of the other. Consent will not be required, however, for internal transfers and assignments as between either party and its affiliates under common ownership, and nothing herein shall limit either party's right to factor or sell receivables.
X. TERMINATION Either party may terminate the whole or any part of the other party's performance under a purchase order if there is a material breach of these Terms & Conditions and RMA Policy. In the event of any such breach, the non-breaching party will provide the breaching party with written notice of the nature of the breach and the non-breaching party's intention to terminate for default. In the event the breaching party does not cure such failure within ten (10) days of such notice, the non-breaching party may, by written notice, terminate the order; provided, that the breaching party shall continue its performance to the extent not terminated.
XI. MISCELLANEOUS These Terms and Conditions and RMA Policy constitute the entire understanding of the parties with respect to the subject matter of this agreement and merges all prior communications, understandings, and agreements. These Terms and Conditions and RMA Policy may be modified only by a written agreement signed by the parties. Reotemp objects to and rejects any terms between Buyer and any other party, and no such terms, including but not limited to any government regulations or "flow-down" terms, shall be a part of or incorporated into any order from Buyer to Reotemp, unless agreed to in writing by an authorized representative of Reotemp. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. If any provision of these Terms and Conditions and RMA Policy are declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of these Terms and Conditions and RMA Policy, and these terms shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
WARNING: Reotemp's Products may contain chemicals known to the State of California to cause cancer and/or reproductive harm.
RETURN MATERIAL AUTHORIZATION (RMA) POLICY
If you have a need to return material purchased from Reotemp, please call 1-858-784-0710 or your customer service representative to discuss your return and to obtain an RMA authorization number.
Reotemp may require a product be returned for evaluation to make improvements in design and manufacturing processes. As part of the evaluation, the product may be disassembled and not re-assembled to the condition in which it was sent to Reotemp, rendering the product unusable. If the root cause is due to Reotemp, the product will be replaced.
An RMA number is valid for forty-five (45) days from issuance. Merchandise returned to Reotemp for any reason must have a Reotemp supplied Return Material Authorization (RMA) number. Warranty returns should contain a proof of purchase (invoice number and date). All returns require the original purchase order number. If the original purchase order number is not available, a new purchase order number is acceptable for credit and rebilling.
Please use the RMA number provided and ensure the RMA number is clearly visible on the outside of the package to improve processing time. A packing list should be included referencing the RMA number, quantity, product description and reason for return. If a failure analysis is required, a Corrective Action Report (CAR) must be requested when the RMA is issued and detailed information must be provided about the application including the type of media and operating conditions.
I. WARRANTY RETURNS (See Limited Warranty Policy in Terms and Conditions) Upon receipt and inspection of the material, if the product is determined to be covered under warranty, the product will be replaced or credited at Reotemp's option under Reotemp's warranty terms. The merchandise will be returned to the Buyer freight PPD at Reotemp's expense. If the product is determined not to be covered under warranty, the product will, at Buyer's discretion be: A. Returned to Buyer and freight charges will be responsibility of Buyer; or B. Discarded; or C. Replaced and Buyer must place a new purchase order for replacement product. Freight charges will be the responsibility of Buyer.
Restocking fees may apply. Custom product is not returnable.
II. CREDIT MEMOS Reotemp will issue a credit memo for the returned product. Buyer should not make deductions from payments until a credit memo from Reotemp has been received.
III. SAFETY AND HANDLING REQUIREMENTS For the safety of our employees, as well as to meet government regulations, Reotemp requires the following information to accompany returned product. All items must be packaged properly for shipping. A. SDS are required for all returned products which have been in service, tested or installed. B. Signed decontamination certification for each return.
If these items do not accompany the return, the product will not be inspected and the RMA will not be processed. Reotemp cannot be held responsible for any returned product that has not been decontaminated by Buyer. Any such items may be refused or returned at Buyer's expense.
Standard Terms and Conditions of Purchase Orders
1. Acceptance of the General Terms and Conditions: The Purchase Order, or Order, becomes the exclusive agreement between the parties for the Goods or Services contracted, subject to the Agreement and these General Terms and Conditions. Any of the following shall constitute Supplier's unqualified acceptance of these General Terms and Conditions and of the Order: (a) written acknowledgement via letter, fax or email; (b) furnishing of any goods under the Order; (c) commencement of performance of services; (d) acceptance of payment. Additional or different terms or conditions proposed by Supplier shall be void and of no effect unless incorporated into an Order in writing and signed by both Reotemp and Supplier.
2. Packing and Shipment: a. Supplier shall comply with the routing and shipping instructions provided by the Order. b. Goods shall be prepared for shipment and packaged to prevent damage, deterioration, and provide optimum protection during shipment, internal handling, and storage. c. Shipments shall be prepared to conform to the carrier's requirements. All shipments exceeding 150lbs shall be packaged on pallets. d. Supplier shall comply with any other special packaging requirements identified in the Order. e. Markings on shipping containers shall be clearly legible from a distance of 36 inches. The Supplier may mark by stencil, rubber stamp, or lacquer over a coated gummed label. f. Each package shall be marked with the Reotemp Order number and number of packages included in the shipment, and the package containing the packing list must be clearly marked as such. g. The packaging, marking, handling and shipment of hazardous and dangerous materials shall conform to all international, federal, state, and local laws and regulations. h. Goods shall be classified for freight purposes to obtain the lowest appropriate customs and duty rates. i. Supplier shall make no declaration concerning value of goods shipped except on goods where tariff rating is dependent upon released or declared value, in which event the Supplier shall release or declare such value at the maximum value within the lowest rating.
3. Delivery and Delays: a. Delivery schedules shall be established in the Order and are a critical element of the Order. b. Whenever Supplier has knowledge of any actual or anticipated delays in performance or delivery, Supplier shall immediately notify Reotemp's authorized representative, in writing, as to the cause or causes, when on-schedule status will be achieved, and at Supplier's expense, shall take reasonable action necessary to meet schedules or to recover to the maximum extent possible any delay in meeting schedules as set forth in the Order. Such reasonable action by the Supplier shall include but not be limited to shipment via expedited routing and carrier. c. The Supplier shall not be charged with any failure or delay in making deliveries when such failure or delay is due to any cause beyond the control, without fault or negligence, of the Supplier (as further defined below), provided Supplier gives Reotemp's Authorized Representative prompt notice, in writing, when it appears that such cause will delay deliveries under the Order. "Causes beyond the control, without fault or negligence," of the Supplier are defined as acts of God, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather. d. Reotemp retains the right, within the Termination provisions established herein, to cancel, by written notice, the portions of the Order affected by delays.
4. Change Orders: a. Reotemp's authorized representative may make changes within the general scope of the Order in any of the following: (a) technical requirements, purchase descriptions, specifications, statement of work, drawings or designs; (b) shipment or packaging methods; or (c) place of delivery, inspection, or acceptance. b. If such changes cause an increase or decrease in the cost or the time required for performance for any part of the Goods or Services under the Order, whether or not changed by a change order, Reotemp shall make an equitable adjustment in the price, schedule, or other affected terms of the Order, and the Order shall be modified to reflect such changes. c. The Supplier must assert its right, in writing to Reotemp's Authorized Representative, to an adjustment within 15 days from the receipt of a change order. Supplier agrees that its failure to submit such claim or claims within the applicable time period shall constitute a waiver thereof. d. Reotemp's engineering and technical personnel may, from time to time, render assistance to Supplier concerning the goods or services to be furnished under the Order; however, no change will be binding unless issued in writing by Reotemp's authorized representative. e. Nothing contained in this clause will relieve the Supplier from proceeding, without delay, in the performance of the Order, as changed.
5. Warranty: Supplier warrants that all items provided to Reotemp shall be a) new and unused, b) conform in all respects to the requirements of the Order, and c) free from defects in material or workmanship, unless otherwise specified in writing by Reotemp.
6. Suspect/Counterfeit Items: a. Supplier warrants that all items used by the Supplier during the performance of work for the US Department of Energy or other government contracts, include all genuine, original, and new components, or are otherwise suitable for the intended purpose. Furthermore, the Supplier should indemnify Reotemp, its agents, and third parties for any financial loss, injury, or property damage resulting directly or indirectly from material, components, or parts that are not genuine, original, and unused, or not otherwise suitable for the intended purpose. This includes, but is not limited to, materials that are defective, suspect, or counterfeit; materials that have been provided under false pretenses; and materials or items that are materially altered, damaged, deteriorated, degraded, or result in product failure. b. Types of material, parts, and components known to have been misrepresented include (but are not limited to) fasteners; hoisting, and valves; pipe and fittings; electrical equipment and devices; plate, bar, shapes, channel members, and other heat treated materials and structural items; welding rod and electrodes. The Supplier's warranty also extends to labels and/or trademarks or logos affixed, or designed to be affixed, to items supplied or delivered to Reotemp. In addition, because falsification of information or documentation may constitute criminal conduct, Reotemp may reject and retain such information or items, at no cost, and identify, segregate, and report such information or activities to the appropriate Department of Energy officials.
7. Quality Control, Inspection, and Acceptance a. Quality Control: The Supplier shall provide and maintain a quality control system acceptable to Reotemp. Supplier's quality control, inspection systems, and manufacturing processes are subject to review, verification, and analysis by Reotemp representatives. b. Inspection: Goods ordered may require special inspection, verification, or testing by Reotemp representatives during the in-process period or prior to shipment. The requirement for special inspection, verification, or testing will be identified in the Order. c. Rejection: Goods or Services received and not in compliance with the requirements of these General Terms and Conditions or the Order shall be dispositioned by Reotemp's authorized representative. Reotemp's authorized representative will promptly notify the Supplier of any rejections and the basis therefore. Without limiting any other rights Reotemp may have and at Reotemp's option: (i) Reotemp may return the Goods to the Supplier, at Supplier's expense; (ii) Reotemp may hold the Goods at Supplier's expense, subject to Supplier's disposition instructions being received within a reasonable time; (iii) Reotemp may elect to accept the Goods at an equitable reduction in price; (iv) Reotemp may require the Supplier to promptly replace the goods; or (v) Reotemp may require Supplier to provide on-site technical assistance/corrective action, at no additional charge to Reotemp. Previously rejected Goods reworked to specification or replaced shall not be retendered to Reotemp, unless Reotemp has consented to such retender. Supplier shall promptly refund any payments made for Goods or Services provided and not accepted upon receipt of notice thereof. d. Acceptance: Unless otherwise specified in the Order, final acceptance by Reotemp will be at point of destination. Reotemp witnessing or participating in, special inspection, verification, or testing requirements shall not constitute final acceptance, nor shall such witnessing or participating affect the Supplier's total responsibility for quality and reliability of the product and for meeting all of the requirements of the Order.
8. Price Warranty: Supplier warrants that the prices for goods and services sold to Reotemp under the Order are not less favorable than those currently extended to any other customer for the same or similar items in similar quantities. Supplier warrants that prices shown on this Order are complete and that no additional charges of any type shall be added without Reotemp's express written consent.
9. Termination; Waiver of Consequential Damages: a. Termination for Convenience: Reotemp reserves the right to terminate the Order or any part thereof, for its sole convenience. In the event of such termination, the Supplier shall immediately stop all work hereunder and shall immediately cause any and all of its lower-tier suppliers to cease work. Subject to the terms of the Order, the Supplier shall be paid a percentage of the Order price reflecting the percentage of the work performed prior to the termination notice, plus reasonable charges the Supplier can demonstrate to the satisfaction of Reotemp, have resulted from termination. b. However, Reotemp shall in no event (under this clause, the Agreement, these General Terms and Conditions or any Order) be liable to Supplier for any indirect, special, punitive, exemplary or consequential damages or losses, including specifically lost profits. The Supplier shall not be paid for any work performed or costs incurred which reasonably could have been avoided. c. Termination for Default: Reotemp may terminate the Order or any part thereof, for cause in the event of any default by the Supplier, or if the Supplier fails to comply with these General Terms and Conditions or any Order terms and conditions, or fails to provide Reotemp, upon request, with adequate assurances of future performance, the adequacy of which shall be at the sole discretion of Reotemp. In the event of termination for default, Reotemp shall not be liable to the Supplier for any amount for Goods or Services not accepted, and the Supplier shall be liable to Reotemp for any and all rights and remedies provided by the law.
10. Invoices and Payment: a. Prices in the Order are firm, unless a change order or other adjustment is provided pursuant to these General Terms and Conditions. A separate invoice shall be rendered for each shipment or upon completion of work. Unless otherwise authorized in the Order, no invoices shall be rendered prior to the shipment of Goods or completion of the Services ordered. b. Payment due dates, including discount periods, will be computed from date of receipt of Goods, completion of the Services ordered, or date of a correct invoice at Reotemp's office (whichever is later). Payment terms shall be stated in each Order. Invoices shall reference Order number, quantity, description, line item price and extended price. All invoices shall be rendered with any required supporting documents. Shipping cost, if authorized, shall be invoiced as a separate line item on the invoice. c. Supplier's monies due or to become due under any Order are subject to deduction by Reotemp for any setoff, counterclaim or payment of obligation of Supplier to Reotemp or any other parties, including Supplier's subcontractors, arising out of this or any other Order between Reotemp and Supplier. If Supplier subcontracts any of the work under an Order, Reotemp may withhold payment to Supplier without incurring any penalty or interest charges until Supplier presents an affidavit that all such subcontractors have been paid in full.
11. Confidential Information: Supplier agrees not to make any use of date, designs, drawings, specification and other information furnished to it by Reotemp, including Products (defined below), except for the performance of the Order, and Supplier further agrees not to disclose such data, designs, drawings, specifications and other information to others except for the performance of the Order and under similar restrictions against use and disclosure. This provision shall survive termination, cancellation, or expiration of the Order for a period of five (5) years. The Order is confidential between Reotemp and Supplier and is agreed by Supplier that none of the details connected herewith shall be published or disclosed to any third party without Reotemp's prior written consent.
12. Furnished Material or Supplies: Reotemp may from time to time furnish Supplier with materials or supplies which are required by the Supplier for the performance of this order. If such materials or supplies are shipped directly from Reotemp's supplier, a packing list of that material must be e-mailed or mailed back to Reotemp upon receipt by the Supplier.
13. Property of Reotemp: All tooling, parts, fixtures and specifications all reproductions therefor, and any other property furnished to supplier by Reotemp; or paid for by Reotemp shall be the property of Reotemp, clearly so identified, and subject to removal at any time upon Reotemp's demand, and shall be used only in filling orders from Reotemp.
14. Consent: Supplier shall not use Reotemp's name in any matter not related to this Order without Reotemp's written consent.
15. Applicability of General Terms and Conditions: In the event of a conflict between these General Terms and Conditions and the provisions of the Order, the Order shall govern. The foregoing notwithstanding, if an overriding corporate agreement or similar document has been executed by Reotemp and Supplier, the terms contained in such an agreement shall prevail to the extent there is a conflict between those terms, these General Terms and Conditions and the Order.