Terms and Conditions of Sale

  1. Introduction:

    All sales by Rinnai America Corporation (“RAC”) are subject to approval and acceptance by an authorized representative of RAC and are expressly limited to the provisions of these Standard Terms and Conditions of Sale (the “Terms”). Acceptance of the Buyer’s Purchase Order or performance by RAC does not imply that RAC has accepted Buyer’s terms and conditions. Terms additional to or different from those in these Terms including, but not limited to, those listed on or attached to purchase orders, bills of lading, or invoices, are hereby deemed material, and hereby rejected, unless otherwise expressly accepted by RAC in writing. Buyer’s assent to these Terms will be conclusively presumed from Buyer’s acceptance of all or any part of the Product ordered. No Purchase Order may be changed or cancelled, in whole or in part, without the prior written consent of RAC. These Terms and the Order Acknowledgment constitute the entire agreement between RAC and Buyer and supersede all previous negotiations, commitments and understandings between RAC and Buyer, whether written or oral, with respect to the Products covered by these Terms.

  2. Prices and Taxes:

    All prices are subject to change unless otherwise specified in RAC’s quotation. Buyer will be invoiced at prices in effect at the time of shipment. All applicable taxes, duties, transportation costs, and other charges are in addition to quoted prices. Buyer must provide RAC with a valid tax exemption certificate if applicable; otherwise, Buyer is responsible for all taxes.

  3. Delivery, Taxes, and Insurance:

    Prices quoted by RAC, unless otherwise stated, are FOB RAC’s facility or other designated shipping point. Delivery dates shall be as specified in RAC’s order confirmation, and all delivery periods and dates are conditional based upon RAC’s inventory at the time of order confirmation. In addition, RAC shall prepay and add, and Buyer shall reimburse RAC for the cost of freight and insurance to the point of destination according to RAC’s pricing sheet guidelines regarding full freight allowed shipments. Unless specified in the order acknowledgement, RAC reserves the right to select the mode of transportation. Partial shipments are permissible. Title to Product and risk of loss passes to Buyer when the Product is tendered to the first carrier at RAC’s designated place of shipment. Upon Buyer’s written request and at Buyer’s expense, RAC will obtain insurance for the Product(s) to cover any damage in transit. Unless otherwise stated herein, prices do not include sales, use, excise, personal property or any other like taxes, and all such taxes applicable to the sale of the Product hereunder shall be paid by Buyer in addition to the prices specified herein. The Buyer shall reimburse RAC for any taxes paid by RAC that are applicable to the sale of Products under the Purchase Order.

  4. Payment Policy and Processing Fees:

    All purchases must be paid in full at the time the order is placed unless expressly agreed in writing. The payment method selected by the Buyer will be charged immediately upon submission of the order. Funds must be cleared before the order is processed or shipped. No products will be shipped unless complete payment has been received. RAC reserves the right to cancel any order for which payment has not been successfully completed.

  5. Credit Card Payment Processing Fees:

    Effective November 1, 2025, a processing fee will apply to payments made by credit card. This change reflects the increased costs associated with processing credit card transactions and the expenses. The processing fee will be three percent (3%) of the payment amount, or the maximum surcharge permitted by applicable state law if lower than three percent (3%). This fee will not exceed RAC’s total costs of acceptance.

  6. Invoiced Payment Terms:

    For customers who are approved for invoicing, payment terms shall be  Net30-days from the date of the invoice. RAC may suspend performance of any order, require advance payment, or other adequate assurance, in the event the financial responsibility of Buyer becomes unsatisfactory to RAC. RAC may withhold performance to protect RAC against Buyer’s breach or threatened breach of Buyer’s obligations under the purchase order. If Buyer fails to make payment in accordance with the Terms, in addition to any other remedies, RAC may cancel any unshipped portion of a Purchase Order. Buyer shall remain liable for all unpaid accounts.

  7. Late Fees:

    Buyer shall pay late charges on any amounts not paid when due at the monthly rate of one and one-half percent (1½%) (or the maximum interest rate then allowed under applicable law if less than one and one-half percent (1½%). Buyer will pay all costs and expenses in collecting, or attempting to collect, past due accounts.

  8. Set-Off and Credit Application:

    Buyer is not entitled to set-off any amounts due to RAC in connection with any transaction governed by these Terms. Buyer’s credit application to RAC, if any, is hereby incorporated by reference.

  9. Liens and Lien Waivers:

    To the extent payment is received by RAC without retention, RAC warrants there are no liens on the furnished work or Products. RAC will execute mutually agreed and appropriate lien waivers upon Buyer’s request, conditioned upon full payment. RAC does not relinquish any statutory lien or bond rights except to the extent payment is actually received without retention.

  10. Inspection and Acceptance:

    Buyer shall examine all Products upon receipt and prior to installation. All claims for damage, shortage, errors in shipment, or improper delivery must be made to RAC in writing within two (2) business days of delivery. Claims for billing errors or adjustments must be made in writing within ten (10) business days from the invoice date. Claims not received within these periods will be waived by Buyer.

  11. Damaged Products:

    The Products are in conformity with the contract if they do not deviate from the agreed specification at the time of passage of title and risk. In the event the Products are damaged in transit prior to transfer of title, Buyer has 24 hours upon delivery to inspect the Products for nonconformance, and Buyer must without delay, provide evidence of nonconformance and the opportunity for RAC to inspect the alleged nonconforming Products. If the Buyer accepts delivery of damaged Products and fails to provide such notice until after RAC loses its right to recover against the insurer of the Products, then Buyer waives the right to make a claim against RAC. 

  12. Order Cancellation and Modification:

    Buyer may not cancel or modify any order without the prior written consent of RAC. Cancellations or modifications may be subject to applicable cancellation or restocking fees, which will be communicated to Buyer at the time of approval which shall be conditioned upon Section 14 below. Special order or non-stock Products may only be returned if the manufacturer accepts the return, and Buyer agrees to reimburse RAC for any fees charged by the manufacturer.

  13. Special Packaging and Storage:

    Any special packaging or handling requested by Buyer will be added to the order amount. If Buyer causes or requests a delay in shipment, or if RAC ships or delivers an order erroneously due to inaccurate or incomplete information from Buyer, all storage and additional costs and risks will be borne by Buyer.

  14. Returns:

    All sales are final. However, RAC may accept returned Product from a customer of Buyer if a written Return Merchandise Authorization (RMA) has been issued by RAC. Issuance of an RMA does not ensure that credit/replacement of Product will occur. All returns are subject to RAC’s RMA policy on returns. Product returned to RAC must be in the original packaging, undamaged and unmarked, and will be picked up based on arrangement from RAC Operations. Buyer’s remedies for nonconforming Product is limited to credit or refund of the purchase price, or replacement of nonconforming Products. Product returned to RAC that have not been authorized by a RAC Technician or RAC technical service staff will be returned freight collect. Product returned due to shipping damage will not be covered under warranty. Any Product repaired by RAC and returned to Buyer, or Products repaired with RAC’s authorization must be reinstalled in the original place of installation, when first installed as a new product, in order for the manufacturer’s warranty to be valid. If any Product is reinstalled in a location different from the initial installation, or any Product is repaired without RAC’s authorization, the manufacturer’s warranty is void. In addition, any repaired product must be represented as such.

  15. Compliance with Laws:

    Buyer agrees that it will comply with all laws, rules, regulations, and ordinances of the United States and elsewhere applicable with respect to the terms and conditions and/or performance of these Standard Terms and Conditions of Sale. RAC may cancel any unshipped portion of the purchase order if Buyer fails to comply with the standard conditions of sale.

  16. Export Control Laws:

    Buyer warrants that it is not subject to U.S., E.U., or U.N. sanctions, including being identified on the U.S. Specially Designated Nationals (SDN) List. Products are subject to U.S. export control laws and regulations and cannot be exported, reexported, or transferred except in compliance with such laws. Buyer assumes all duties and liability associated with subsequent export of the Products.

  17. Trade Secrets and Proprietary Information:

    Buyer will treat as confidential and will not, without the prior written approval of RAC, use, publish, disclose, copyright or authorize anyone else to use, publish, disclose or copyright, either during the term hereof or subsequent thereto, any information which constitutes trade secrets or proprietary information whether or not the same is in oral, written, tangible or electronic form.

  18. Intellectual Property:

    Buyer agrees to protect the intellectual property of RAC and will not in any manner represent that it has ownership of the trade name or trademark “Rinnai®” or any other trade names or trademarks used by RAC to identify the Product(s) or used in connection with the Product(s). Buyer further agrees that it will not register or attempt to register any such trade names or trademarks under the laws of any jurisdiction, and will not at any time do, or cause to be done, any act or thing contesting, or in any way impairing or tending to impair, any part of RAC’s right, title, and interest in such trade names or trademarks, whether or not they are registered in the jurisdictions in which Buyer is located or does business. Without the written consent of RAC, Buyer agrees that it will not use the trade name or trademark “Rinnai®” or any other trade names or trademarks used by RAC to identify the Product(s) or used in connection with the Product(s) on any advertisement, business card, sales brochure, or other document available.

  19. RAC's Property:

    All records, notes, files, drawings, documents, plans and like items, and all copies thereof, relating to or containing or disclosing trade secrets or proprietary information of RAC which are made or kept by the Buyer or which are disclosed to or come into the possession of the Buyer, shall be and remain the sole and exclusive property of RAC and shall be returned to RAC immediately upon the request by RAC.

  20. Limitation of Liability; Warranties:

    EXCEPT AS SPECIFICALLY SET FORTH IN RAC’S STANDARD PRODUCT WARRANTY, RAC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF NON-INFRINGEMENT. RAC MAKES NO WARRANTY OF ANY KIND TO CUSTOMERS OF THE BUYER HEREUNDER, OTHER THAN AS SPECIFICALLY PROVIDED HEREIN. UNDER NO CIRCUMSTANCES SHALL RAC BE RESPONSIBLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THESE STANDARD TERMS AND CONDITIONS OF SALE OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATING TO THE USE OF ANY ITEMS OR SERVICES FURNISHED, WHETHER SUCH CLAIM IS BASED ON BREACH OF WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY AND REGARDLESS OF THE CAUSES OF SUCH LOSS OR DAMAGES OR WHETHER ANY OTHER REMEDY PROVIDED HEREIN FAILS. RAC’S AGGREGATE LIABILITY IS LIMITED TO THE TOTAL AMOUNT PAID TO RAC BY BUYER FOR THE PRODUCTS. This limitation applies regardless of the legal theory.

  21. Indemnification:

    Each party (“Indemnitor”) shall indemnify, defend, and hold harmless the other party and its employees, officers, directors, and agents (“Indemnitee”) from any third party claim for damages to property or bodily injury, loss of life, infringement, liability, costs, fines, penalties, and expenses, including reasonable attorney fees, to the extent caused directly by the negligent act or omission or intentional misconduct of the Indemnitor.

  22. Arbitration:

    If the parties cannot resolve a dispute through negotiation, the parties agree and consent to submit any and all disputes, which could otherwise be submitted to a court of competent jurisdiction to arbitration by the American Arbitration Association (“AAA”) under the International Arbitration Rules of the AAA (“Rules”). Arbitration hereunder shall be the parties’ exclusive remedy. In the event of any conflict between the Rules and these Standard Terms and Conditions of Sale, these Standard Terms and Conditions of Sale shall govern. Arbitration proceedings shall be conducted in Atlanta, Georgia U.S.A.

  23. Force Majeure:

    RAC will exercise every reasonable effort to meet any quoted or agreed upon shipment date or dates. RAC shall not, however, be liable for any loss or damage, including consequential, indirect or special damages or lost profits, due to delays or failure to ship resulting from any cause beyond its reasonable control, such as, but not limited to, securing necessary export licenses, compliance with government laws or regulations, acts of God (including pandemics, government actions, tornado, tsunami), machinery breakdown, acts or omissions of the Buyer, acts of civil or military authority, judicial action, defaults of subcontractors or vendors, labor disputes, failure or delays in transportation, embargoes, wars, terrorist acts or riots, the inability of RAC or its vendors to secure adequate material, labor or facilities, or the inability of carriers to make scheduled deliveries.

  24. Non-Assignable:

    These Standard Terms and Conditions of Sale and the duties and obligations contained herein shall not be assigned, delegated or transferred by Buyer in whole or in part without the written consent of RAC. If any provision of these Standard Terms and Conditions of Sale or portion thereof is determined by a court of competent jurisdiction to be invalid, void, or unenforceable for any reason and incapable of being modified to reflect the intention of the parties, then such provision shall be deemed severed from these Standard Terms and Conditions of Sale and the remainder shall remain in full force and effect.

  25. Governing Law; Jury Waiver:

    These Standard Terms and Conditions of Sale shall be governed by and construed according to the laws of the State of Georgia, U.S.A., not including its conflict of laws rules or principles, and applicable U.S. federal laws. The United Nations Convention on the International Sale of Goods shall not apply to these Standard Terms and Conditions of Sale. Buyer hereby consents to submit to the jurisdiction of the courts of the State of Georgia, U.S.A. Buyer knowingly and voluntarily waives any right to a trial by jury for all disputes arising hereunder.

  26. Non-Waiver:

    The failure of RAC to insist upon strict performance of any of these Terms will not be deemed a waiver of any rights or remedies, nor of its right to insist upon strict performance of such term or any other term in the future. No waiver will be valid unless in writing signed by an authorized representative of RAC.

  27. Headings:

    The headings as to contents of particular sections are inserted only for convenience and shall not be construed as part of these Standard Terms and Conditions of Sale or as a limitation on the scope of any terms or provisions of these Standard Terms and Conditions of Sale.

  28. Amendment:

    The Terms and conditions can be amended at any time.

     

    Last Updated: STC/V4 10.24.2025