Our goal is to supply all of our customers the materials and services they need, at the time they need them, and with courtesy and service beyond their expectations. In order to ensure that we are able to meet that goal, and so that there are no misunderstandings about our performance, we incorporate these Terms and Conditions into every sale we make.


1. These Terms and Conditions of sale shall apply to all sales by Rudolph Bros.& Co. ("RBC"), including direct shipment sales arranged by or through RBC, regardless of whether materials are delivered by or through RBC. Each Purchase Order (which term includes a request for quote and any other communication from Customer) is an offer by the Customer (or, in the case of a request for quote, a potential customer) to purchase the materials described therein on these Terms and Conditions, and it shall be the complete and exclusive statement of such offer and supersedes all prior oral or written representations or agreements. To the extent that a Purchase Order purports to incorporate any provision other than these Terms and Conditions, that Purchase Order is hereby rejected and is replaced with an offer from RBC to provide the materials on these Terms and Conditions.


2. A contract between RBC and Customer is formed on the date that RBC accepts the Customer's offer. Each offer shall be deemed accepted upon these Terms and Conditions by our shipment of materials, written acknowledgment, or any other conduct that recognizes the existence of a contract pertaining to the offer. No purported contract on any terms and conditions that modify, supersede, supplement or otherwise alter these Terms and Conditions shall be binding upon RBC, and such terms and conditions shall be deemed rejected and replaced by these Terms and Conditions, notwithstanding our delivery of materials.


3. All materials delivered must be examined and inspected by the Customer or its agent upon receipt, and any claim of shortage or damage must be made at the time of delivery. We cannot honor any claims made after the prescribed time period. RBC’S obligation is limited to replacing or repairing any materials shipped or received in a defective condition, and it shall not be liable for any consequential or incidental damages. Our Customer agrees that the SOLE REMEDY available for any damage arising out of its resale or use of any materials shall be the return of said materials purchased for a full refund. OUR CUSTOMER ACKNOWLEDGES THAT RBC IS A DISTRIBUTOR, NOT A MANUFACTURER OR CARRIER OF MATERIALS, AND SHALL NOT BE HELD RESPONSIBLE FOR ANY MANUFACTURING OR SHIPPING DEFECT. Our customer further holds RBC harmless for any such defect as well as for any injury to person or property due to said defects. Our customer acknowledges that no suit will be brought against or include RBC in which either consequential or incidental damages are sought. In no event shall RBC be liable to Customer for anticipated profits or for special, incidental, or consequential damages. Without limiting the foregoing, the parties further agree that Customer's damages shall be limited to RBC's price for the materials at issue.


4. Any delay or failure of either party to perform its obligations shall be excused to the extent such delay or failure is caused by an act of God or other extraordinary and unforeseeable event beyond the control of the nonperforming party and without the nonperforming party fault or negligence resulting in fire, flood, windstorm, explosion, riot, natural disaster, wars and sabotage. Written notice of such delay including the anticipated duration of the delay must be given by the nonperforming party within two (2) days of the event. RBC may terminate any purchase order at any time prior to delivery or performance if its business is interrupted for reasons beyond RBC, reasonable control. RBC shall give prompt notice of such cancellation to Customer. Customer acknowledges and agrees that the following will not excuse performance by Customer under theories of force majeure commercial impracticability, frustration of purpose or otherwise and Customer expressly assumes these risks: (i) change in cost or availability of materials, components, transportation, or services, supplier actions, or contract disputes; (ii) failure of Customer's internal business systems related to the proper processing of information that results in any defect or failure in material deliveries; (iii) unprofitability or financial losses of Customer; or (iv) any other aspect of performance by Customer, its vendees, or its subcontractors. Force Majeure. RBC shall not be responsible for delay in delivery or failure to fill orders or other default or damage where such has been caused by an act of God, war, major disaster, terrorism, third-party criminal acts, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance, delay by carriers, shortage of fuel, power, materials or supplies, operation of statutes, laws, rules or rulings of any court or government, demand for goods exceeding RBC available supply or any other cause beyond RBC control. In the event of any delay in delivery, failure to fill orders or other default or damage caused by any of the foregoing, RBC may, at its option and without incurring liability, prorate its deliveries, cancel all or any portion of the Agreement and/or extend any date upon which performance is due hereunder.

5. Stock materials may be returned if unopened and in good condition, for credit to Customer's account, subject to a minimum 20% handling fee. All returns are subject to RBC's approval and must be marked with a Return Material Authorization ("RMA”) Number provided by RBC's customer service department. Any material returned to RBC without an RMA number will be refused and returned to the shipper. Any additional freight charges incurred is the responsibility of the Customer. The Customer acknowledges that any and all decisions as to the return of materials are made AT THE SOLE DISCRETION OF RBC ON A CASE-BY-CASE BASIS.


6. Any claim or controversy arising out of any sale by RBC shall be resolved by any court of competent jurisdiction in Fairfield County, Ohio. Our customer agrees to pay RBC's reasonable attorney fees, costs, and disbursements incurred in connection with any such resolution.


7. Payment terms are Net within 30 days. Any account which is 30 days past due shall bear interest at the rate of 1 %per month (18% per annum) on the unpaid balance from time to time. Accounts with balances 40 days past due will be placed on credit hold. On all matters referred by RBC to its attorney for collection, Customer agrees to pay the actual amount of the legal fees, costs, and disbursements billed to RBC or an amount equal to 30% of the total amount subject to collection, whichever is greater.


8. Certificates of Conformance/Analysis provided by RBC and those supplied by the manufacturer are considered originals and may not be changed, altered, or reproduced in any way without written consent from RBC or the manufacturer, as the case maybe.


9. Materials supplied by RBC but not of our manufacture are warranted only to the extent of the warranty given by the original manufacturer. The warranties set forth herein are in lieu of any and all other warranties expressed or implied including the warranties of merchantability and fitness for a particular purpose. Our Customer acknowledges that no other representations were made to or relied upon by it with respect to the quality and function of the materials sold. Any technical advice furnished by RBC concerning any use or application of any materials sold by us is believed to be reliable, but RBC makes no warranty expressed or implied of results to be obtained. Our customers assume all responsibility for loss or damage resulting from the handling or use of any such materials. NOTWTIHSTANDING ANY TERMS WHICH MAY APPEAR ON OUR CUSTOMER'S PURCHASE ORDER, RBC'S MATERIALS ARE SOLD ONLY UPON THESE STANDARD TERMS AND CONDITIONS.


10. THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND AGREES TO ALL OF THE ABOVE TERMS AND CONDITIONS OF SALE AND THAT WITH REGARD TO ANY DISCREPANCY BETWEEN THESE TERMS AND THE TERMS OF SALE FOUND ON ANY OTHER TRANSACTION DOCUMENTS, THESE TERMS SHALL CONTROL AND SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE AND BECOME PART OF ALL INVOICES ISSUED TO THE CUSTOMER.


11. RBC is not required to, and does not, collect sales or use tax for shipments outside the state of Ohio. A purchase may, nevertheless, be subject to state use tax unless the purchase is exempt from taxation. The purchase is not exempt merely because it is made over the Internet, by catalog, or by other remote means. Check with your state for requirements to report purchases of tangible personal property or digital property that are not taxed to RBC and pay use tax on those purchases unless exempt under state law. The tax may be reported and paid on the Customer's state tax return or by filing a consumer use tax return with the state's taxing authority.


12. These Terms and Conditions, as well as all user manuals, guidelines, procedures, and release requirements that RBC has obtained from manufacturers and suppliers, as amended from time to time, are available on RBC's web site at rudolphbros.com, and are incorporated by reference. RBC may modify these Terms and Conditions from time to time by posting notice of such modified Terms and Conditions through links provided on the website at least ten (10) days prior to becoming effective. Our customer should periodically review the website and its continued submission of Purchase Orders without providing written notice to RBC detailing any objection to new or modified Terms and Conditions will constitute the Customer's acceptance of such new or modified Terms and Conditions.


13. RBC does not accept so-called "requirements orders." Each Purchase Order must be for a fixed quantity of materials.


14. At RBC's request, Customer will cooperate with us to explain its requirements and limitations and those of its vendees. In not event, however, will RBC have responsibility for determining the correct materials for use by the Customer or by its vendees.


15. Prices charged for materials are subject to increase, including specifically, but without limitation, any increase based upon changes in currency fluctuations, raw material, taxes, tariffs or duties, transportation costs, component pricing, labor, transportation or overhead. RBC may from time to time increase prices for the Products, effective on notice to Buyer, in response to increases in the prices of raw or other supplied products or materials. Without limiting the foregoing, for a purchase order which contemplates delivery of Products (either in whole or in part) more than 30 days after the date of such purchase order, RBC reserves the right to increase prices for Products delivered more than 30 days after the date of the purchase order. RBC shall give Buyer verbal or written notice of any price increase at the time that RBC is made aware of such an increase and its effective date. Unless otherwise stated in RBC Commercial Document, prices are in U.S. Dollars, as delivered at the Facility. Buyer shall pay or reimburse RBC for any tax (including sales tax but not including taxes on RBC income), duty, inspection or testing fee or any other fee or charge imposed on, in connection with or measured by the transaction between RBC and Buyer in addition to the prices quoted or invoiced.

16. In addition to any right of setoff or recoupment allowed by law, all amounts due to the Customer, or to any of its subsidiaries or affiliates, shall be considered net of indebtedness or obligations of the Customer, or of any of its subsidiaries or affiliates, to RBC or to any of its subsidiaries or affiliates, and RBC may set off against or recoup any amounts due or to become due to the Customer, or to any of its subsidiaries or affiliates, including but not limited to RBC's attorneys' fees and costs of enforcement. An "affiliate" of a party means any other company that controls, is controlled by, or is under common control with such party. For purposes of this definition, the term "control" means the ownership, directly or indirectly, of twenty percent (20%) or more of the capital or equity of a company or the ability, by voting securities, contract or otherwise, to elect a majority of the board of directors or other governing body of such company. If an obligation of RBC or any of its subsidiaries or affiliates to the Customer or any of its subsidiaries or affiliates is disputed, contingent or unliquidated, RBC or any of its subsidiaries or affiliates may defer payment of all or any portion of the amount due until such obligation is resolved. Without limiting the generality of the foregoing and by way of example only, in the event of a bankruptcy of the Customer, if all of the Purchase Orders between the Customer and RBC have not been assumed, then RBC may defer all shipments and amounts payable to the Customer against potential rejection and other damages.


17. All Purchase Orders must reference RBC's part number. In addition, no Purchase Order or payment may reference any term separate from or different than these Terms and Conditions.


18. The Customer shall indemnify and hold harmless RBC and its affiliated companies, their directors, officers, employees, invitees, agents and customers ("Indemnitees") from and against all liability, demands, claims, losses, costs, actions, judgments, fines, penalties, damages, and expenses, including reasonable attorney's fees (collectively, "Liabilities") incurred by Indemnitees by reason of or on account of any breach of these Terms and Conditions, warranty claims, product recall claims, product liability claims, injuries to persons, including death, or damage to property caused by the materials or their use by the Customer or its vendees. Within a reasonable time after becoming aware of any actual or potential Liabilities, RBC shall notify the Customer. The Customer, at RBC's option and at Customer's expense, will undertake defense of such actual or potential Liabilities through counsel approved by RBC. Provided, however, that the Customer shall first obtain authorization from RBC before settlement is made of the actual or potential Liabilities if the terms of such settlement could materially adversely affect RBC, including any terms which admits the existence of a defect in materials or a failure of RBC to perform its obligations fully and faithfully. In the alternative, RBC may elect to undertake defense of such Liabilities to the extent it is asserted against RBC, and the Customer shall reimburse RBC on a monthly basis for all expenses, attorney fees, and other costs incurred by RBC.


19. The Customer represents and warrants to RBC as of the date of each Purchase Order (which representations and warranties shall be deemed repeated as of the date of RBC's acceptance of the Purchase Order and at the time of each delivery under the Purchase Order) that: (i) it is not insolvent and is paying all debts as they become due; (ii) that it is in compliance with all loan covenants and other obligations; (iii) all financial information provided by the Customer to RBC concerning the Customer is true and accurate; (iv) such financial information fairly represents the Customer's financial condition; and (v) all financial statements of the Customer have been prepared in accordance with standard accounting principles, uniformly and consistently applied. The Customer shall permit RBC and its representatives to review the Customer's books and records concerning compliance with each Purchase Order and the Customer’s overall financial condition and agrees to provide RBC with full and complete access to all such books and records for such purpose upon RBC's request. Additionally, the Customer agrees to provide prompt written notice to RBC of any impending or threatened insolvency of the Customer. R B C may immediately terminate each Purchase Order without any liability to the Customer upon the occurrence of any of the following or any other similar or comparable event (each, a "Customer Insolvency''): (i) insolvency of Customer; (ii) Customer's inability to promptly provide RBC with adequate and reasonable assurance of Customer's financial capability to perform timely any of Customer's obligations under any Purchase Order; (iii) filing of a voluntary petition in bankruptcy by Customer; (iv) filing of an involuntary petition in bankruptcy against Customer; (v) appointment of a receiver or trustee for Customer; or (vi) execution of an assignment for the benefit of creditors of Customer. Customer shall reimburse RBC for all costs incurred by RBC in connection with Customer Insolvency, including but not limited to, all attorneys' fees and other professional fees.


20. In addition to its other remedies, RBC may, in its option, terminate any Purchase Order without any liability to Customer for a change of control of Customer. A change of control of Customer includes: (a) the sale, lease or exchange of a substantial portion of Customer's assets used for the production of Supplies, or the entrance into an agreement by Customer regarding the same; (b) the sale or exchange of more than 20% of Customer's stock or other ownership interest (or of such other amount as would result in a change of control of Customer), or the entrance into an agreement regarding the same; (c) the execution of a voting or other agreement providing a person or entity with control of Customer or control of more than 20% of Customer's stock or other ownership interest (or of such other amount as would result in a change of control of Customer). Customer shall notify RBC promptly in writing in the event of the earlier of (i) the entrance into an agreement, or (ii) the occurrence of an event, described above in this paragraph. In the event of a termination pursuant to this paragraph, RBC shall give Customer written notice of the termination at least thirty (30) days prior to the effective termination date.


21. The failure of RBC to insist upon the performance of any term or condition of its contract with the Customer, or to exercise any right hereunder shall not be construed as a waiver of the further performance of any such term or condition or the exercise in the future of any such right. A waiver by RBC of any right or remedy shall not affect any rights or remedies subsequently arising under the same or similar clauses.


22. Customer and RBC are independent contracting parties and nothing in this Purchase Order shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does its grant either party any authority to assume or to create any obligation on behalf of or in the name of the other party.


23. If any term(s) of the Purchase Order is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term(s) shall be deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of the Purchase Order shall remain in full force and effect.


24. All notices, claims and other communications to RBC required or permitted under these Terms and Conditions shall be made in writing and sent both by email and also by a nationally recognized overnight delivery service. Customer's failure to provide any notice, claim or other communication to RBC in the manner and within the time periods specified shall constitute a waiver by Customer of any and all rights and remedies that otherwise would have been available to Customer upon making such notice, claim or other communication. Customer shall comply with any method of electronic communication specified by RBC, including requirements for electronic funds transfer, Purchase Order transmission, electronic signature, and communication.


25. For the purposes of this Section, "RBC Data" means all data, content, material, confidential information, and other information provided by RBC to Customer or otherwise transmitted to Customer for use in connection with this Purchase Order. Customer will maintain and enforce information and data privacy and security procedures with respect to its access, use, and storage of all RBC Data that: (a) are at least equal to industry standards taking into consideration the sensitivity of the relevant RBC Data, and the nature and scope of the material to be provided; (b) are in accordance with RBC's reasonable security requirements; (c) comply with all applicable international, foreign, federal, state and local laws, statutes, rules, orders and regulations; and (d) provide reasonably appropriate administrative, technical, and physical safeguards to protect against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure, access, or use of RBC Data.


26. The construction, interpretation and performance of this Purchase Order and all transactions thereunder shall be governed by the law of the State of Ohio, without regard to principles of conflicts of law. Customer consents to the exclusive jurisdiction of the appropriate state court in Fairfield County, Ohio for any legal or equitable action or proceeding arising out of, or in connection with, each Purchase Order. Customer specifically waives any and all objections to venue in such courts.



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Updated: 03/2025