15.Return of Equipment. All returns will be pursuant to Controls Direct instructions and except as otherwise provided in these Terms and Conditions, subject to Controls Direct written permission for such return. Customer must contact Controls Direct for a Return Material Authorization Number (RMA) before returning any Equipment. All returns must reference the RMA number along with the original invoice number and the reason for the return. Non-warranty returns of normal stock Equipment that are unused and are in resalable condition will be subject to Controls Direct return policies in effect at the time, including applicable restocking and transportation charges and other conditions of return.
Only purchases which have been invoiced to the Customer within sixty days of Customer's request to return same, will be considered for return. Material accepted for return is subject to a minimum service or restocking charge of 25% of the billing invoice, plus all transportation charges incurred by Controls Direct. Equipment built to a Customer's specifications cannot be returned for credit under any circumstances.
Equipment returned for credit must be carefully packed so as to reach Controls Direct without damage. Controls Direct will not be responsible for any damages occurring to Equipment being returned to Controls Direct which occurred prior to the time such Equipment arrived at the destination to which Customer was directed by Controls Direct to return such Equipment, or that is caused by the shipper or courier delivering such Equipment. Returned Equipment remains Customer's property until such Equipment is received, inspected, and accepted for return by Controls Direct.
Equipment that has been powered will not be accepted for return unless the equipment is deemed to be defective. Only unused equipment in original sealed packaging will be accepted for return at a full refund.
16.Cancellation or Termination. All purchase orders that have been accepted by Controls Direct are considered final and binding and may not be cancelled, altered or terminated by Customer except upon terms and conditions acceptable to Controls Direct, in its sole discretion, or as permitted by Paragraph 15 of these Terms and Conditions. Notwithstanding the foregoing, purchase orders for "stock" Equipment only, may be cancelled by Customer upon written notice to Controls Direct given at least five (5) days prior to the scheduled shipment date of such Equipment and upon payment by Customer to Controls Direct of a cancellation/restocking fee in the amount of at least 25% of the purchase order amount. In no event may Customer cancel any special or custom order. Any deposit or advance payment made by Customer in connection with a cancelled purchase order may be applied by Controls Direct to such cancellation/restocking fee. In the event of a cancellation in accordance with this paragraph 16, Customer shall include the purchase order number and purchase order date in its cancellation notice. All Equipment that is the subject of a cancelled purchase order shall remain the sole and exclusive property of Controls Direct.
This Agreement may be terminated in any of the following ways:
1. By mutual agreement of Controls Direct and Customer;
2. By Controls Direct, on thirty (30) days prior written notice, in the event that: (i) Customer breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period; (ii) RTE reasonably believes that Customer's financial condition places it in a position of being unlikely to be able to meet its contractual obligations; (iii) Customer defaults under any other material contract to which it is a party; or (iv) Customer sells all or substantially all of its assets, a majority of its voting stock or merges with another entity.
3. By Customer, upon one hundred twenty (120) days prior written notice, in the event that: (i) Controls Direct breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period; (ii) Customer reasonably believes that Controls Direct financial condition places it in a position of being unlikely to be able to meet its contractual obligations; (iii) Controls Direct defaults under any other material contract to which it is a party; or (iv) Controls Direct sells all or substantially all of its assets, a majority of its voting stock or merges with another entity, unless Controls Direct is the surviving corporation in any such merger.
In the event of default under the Agreement by Customer that is not cured within thirty (30) days after notice by Controls Direct, Customer will pay to Controls Direct on demand all direct and indirect costs (including, without limitation, all applicable restocking or cancellation charges, including reimbursement for direct costs assessed by the manufacturer) incurred directly or indirectly by RTE in connection with the Agreement, all as reasonably determined by Controls Direct, plus any profit to be negotiated with Customer. No termination by Customer for default shall be effective unless and until Controls Direct shall have failed to correct such alleged default within one hundred twenty (120) days after receipt by Controls Direct of written notice specifying such default.