TERMS AND CONDITIONS OF SALES QUOTATION, OFFER TO SELL
1) This quotation is offered for acceptance within thirty (30) days unless otherwise stated. Except as may be otherwise contemplated by the terms of this agreement, acceptance of this offer must be made on the exact terms as appear in this offer to sell and if additional or different terms are proposed by the Buyer they are expressly rejected by Seller, unless agreed to in writing by the Seller and Buyer.
2) This offer, and the terms of the offer and Seller’s Contract Terms and Conditions are deemed accepted by signing and returning one copy of this offer, buyer’s issuance of a Purchase Order, or an Electronic Interchange Order.
3) All orders are subject to approval and acceptance, in writing, by the Seller, Royal Engineering International, Inc., 3996 Preserve Dr., Dexter, MI 48130. No changes or modifications of any accepted orders maybe made unless in writing and signed by Royal Engineering International, Inc..
4) Seller reserves the right to make design changes for product modernization or improvement subsequent to issuance of quotations.
5) All quotations are based on the price prevailing at the time the quotation is submitted. When samples are submitted, the quotation will be based on the samples and is subject to revision if changes are made in the goods or services subsequent to the quotation. Orders will be billed by Seller at prices prevailing at the time of shipment. SELLER WILL, IN GOOD FAITH, ESTABLISH THE PRICE FOR EACH SHIPMENT OF GOODS OR SERVICES HEREUNDER IN ACCORDANCE WITH ITS PRICE LIST AS APPLICABLE AT THE DATE OF SHIPMENT. BUYER WILL PAY THE PRICE SO ESTABLISHED FOR EACH SHIPMENT. Stenographic and clerical errors are subject to correction by ROYAL ENGINEERING INTERNATIONAL, INC.. Unless otherwise agreed, the amount of any applicable present or future tax and/or other federal, and/or state, and/or municipal charge upon the production, sale, shipment or use of goods or services supplied by ROYAL ENGINEERING INTERNATIONAL, INC. shall be added to prices quoted and charged.
6) Seller objects to the inclusion of any different or additional terms proposed by Buyer in Buyer’s acceptance of Seller’s offer to sell and Seller expressly rejects any and all different or additional terms and conditions submitted by Buyer in any order or contract, unless mutually agreed upon in writing by Seller and Buyer. Seller agrees that Buyer may use its Purchase Order to order ROYAL ENGINEERING INTERNATIONAL, INC. products, but none of the standard terms and conditions contained in the purchase order shall apply to the transaction between Buyer and Seller other than the quantity specified in the purchase order.
7) DELIVERY AND SHIPMENT DATES ARE ESTIMATED DATES ONLY, AND UNLESS OTHERWISE SPECIFIED, ARE DETERMINED FROM THE DATE OF RECEIPT OF ORDER. Estimates as to the time of delivery are based on conditions prevailing at the date of quotations and apply from the date of receipt of full manufacturing details at our facility. ROYAL ENGINEERING INTERNATIONAL, INC. shall not be liable for any late deliveries hereunder where the late delivery has been occasioned by acts of God, fire, embargo, labor disturbances, force majeure, failure to secure materials from usual sources of supply: Acts, order of omissions on the part of carriers, or any other circumstances beyond ROYAL ENGINEERING INTERNATIONAL, INC.’s control not hereinabove enumerated. IN NO EVENT SHALL ROYAL ENGINEERING INTERNATIONAL, INC. BE LIABLE FOR CONSEQUENTAL DAMAGES WHICH MAY ARISE FROM DELAY OR FAILURE IN DELIVERY.
8) Each shipment in partial fulfillment of an order shall be deemed to be a separate and independent contract as to the goods or services sold. Buyer may not refuse to accept any lot or portion of the goods or services shipped hereunder on the ground that there has been a failure to deliver any other lot or that goods or services in any other lot were nonconforming.
9) Terms of payment are effective from the actual date of invoice. If Buyer fails to fulfill terms of payment of any invoice or if the financial responsibility of the Buyer shall become impaired or unsatisfactory to ROYAL ENGINEERING INTERNATIONAL, INC., ROYAL ENGINEERING INTERNATIONAL, INC. reserves the right to change terms of payment and/or defer or discontinue further shipments, without prejudice to any other lawful remedy, until past due payments are made and satisfactory assurances of Buyer’s credit standing are received.
10) All goods or services delivered by ROYAL ENGINEERING INTERNATIONAL, INC. shall be inspected upon tender to Buyer. Failure of Buyer to inspect within five (5) days after tender by ROYAL ENGINEERING INTERNATIONAL, INC. shall constitute a waiver of buyer’s right to inspect and shall constitute an acceptance of the goods or services.
11) If Buyer accepts goods or services under this contract, his acceptance shall be final and irrevocable. If Buyer wrongfully revokes or rejects acceptance of goods or services tendered under this contract, or fails to make a payment due on or before delivery, or repudiates this contract, ROYAL ENGINEERING INTERNATIONAL, INC. shall have a right to recover any damages such as, but not limited to, either the price as stated herein or ROYAL ENGINEERING INTERNATIONAL, INC.’s then prevailing price, whichever is higher, plus any incidental damages as defined by UCC 2-710.
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12) Unless otherwise agreed to in writing by ROYAL ENGINEERING INTERNATIONAL, INC. and Buyer, all goods or services are sold F.O.B. shipping point with ROYAL ENGINEERING INTERNATIONAL, INC. reserving the right to select the mode to transportation and routing. All goods or services will be packaged as ROYAL ENGINEERING INTERNATIONAL, INC. deems proper for protection against normal handling and an extra charge may be made for special conditions.
13) THE RISK OF LOSS UNDER THIS AGREEMENT WILL PASS TO THE BUYER IMMEDIATELY UPON TENDER BY ROYAL ENGINEERING INTERNATIONAL, INC. AT THE POINT OF SHIPMENT, DEFINED AS SELLER’S DOCK. If the goods or services covered by this contract are destroyed prior to the time risk of loss passes to Buyer, ROYAL ENGINEERING INTERNATIONAL, INC. shall be excused from performing its obligations under the contract. This provision shall apply whether or not the goods or services are destroyed through the negligence of ROYAL ENGINEERING INTERNATIONAL, INC..
14) All claims for shortages or defective goods or services must be reported by Buyer to ROYAL ENGINEERING INTERNATIONAL, INC. within ten (10) days of Buyer’s receipt of the goods or services. In no event may goods or services be returned to ROYAL ENGINEERING INTERNATIONAL, INC. without ROYAL ENGINEERING INTERNATIONAL, INC.’s prior consent.
15) Orders that have been approved and accepted by ROYAL ENGINEERING INTERNATIONAL, INC. shall constitute firm commitments of Buyer and are not subject to termination of cancellation or rescheduling without written consent of ROYAL ENGINEERING INTERNATIONAL, INC.. Orders for non-standard goods or services may not be cancelled at all, nor will ROYAL ENGINEERING INTERNATIONAL, INC. accept return of such goods or services for credit.
16) ROYAL ENGINEERING INTERNATIONAL, INC. MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE GOODS OR SERVICES DELIVERED UNDER THIS AGREEMENT. BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF DEFECTS IN MATERIAL OR WORKMANSHIP SHALL BE THE REPAIR OR REPLACEMENT OF THE DEFECTIVE GOODS OR SERVICES OF WHICH ROYAL ENGINEERING INTERNATIONAL, INC. IS NOTIFIED OF IN WRITING WITHIN ONE (1) YEAR FROM THE DATE OF DELIVERY. ROYAL ENGINEERING INTERNATIONAL, INC. SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY OR COMMERCIAL LOSS ARISING OUT OF OR IN ANY WAY CONNECTED WITH GOODS OR SERVICES DELIVERED UNDER THIS AGREEMENT. THIS WARRANTY IS IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED. ALL ACTIONS FOR A CLAIMED BREACH OF THIS WARRANTY MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE CAUSE OF ACTION ACCRUES.
17) Buyer guarantees that no valid patent or trademark has been or will be infringed by any sale or any use of products or designs covered by this quotation, and that it will, at its own expense, defend every suit which may be brought against ROYAL ENGINEERING INTERNATIONAL, INC. for any infringement of any patents, or trademarks by reason of any past or future sale or use of any products or designs covered in this agreement. Buyer agrees to pay all costs, expenses, damages and profits recovered from ROYAL ENGINEERING INTERNATIONAL, INC. in any such suit. Buyer agrees to reimburse ROYAL ENGINEERING INTERNATIONAL, INC. for any and all cost of damages ROYAL ENGINEERING INTERNATIONAL, INC. may be obligated to pay or may incur by reason of such suits or claims.
18) ROYAL ENGINEERING INTERNATIONAL, INC. can cancel or call an order complete under any condition deemed necessary by its management. In addition, ROYAL ENGINEERING INTERNATIONAL, INC. reserves the right to call any order for standard products or designs complete if the final shipment is within one (1%) percent of the total due. If ROYAL ENGINEERING INTERNATIONAL, INC. overships on standard products or designs, Buyer is not required to accept the overage. On goods or services that are of a special size or require special materials or tooling, ROYAL ENGINEERING INTERNATIONAL, INC. reserves the right to call any order complete if the final shipment is within plus or minus ten (10%) percent of the total order.
19) Buyer may call an order complete at its discretion. However, cancellation charges will be made if the quantities cancelled are beyond normal ROYAL ENGINEERING INTERNATIONAL, INC. production for products or designs involved. If the order calls for special materials, special tools or sizes other than standard, cancellation charges will be made on the basis of cost incurred and time expended.
20) Assignment by Buyer of this order or any part thereof without the express written consent of ROYAL ENGINEERING INTERNATIONAL, INC. shall be void.
21) Waiver by Seller of any breach of any of the terms and conditions set forth herein shall not be construed as a waiver of any other breach, and the failure of Seller to exercise any right arising from any default of Buyer hereunder shall not be deemed to be a waiver of such right, which may be exercised at any subsequent time.
22) In case any terms of this agreement shall be held invalid, illegal, and/or unenforceable, in whole or in part, neither the validity of the remaining part of such term, nor the validity of any other term of this agreement shall be affected thereby.
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23) All orders accepted by Seller shall be governed by and interpreted in accordance with the laws of the State of Michigan, without regard to Michigan’s choice of law provisions.
24) This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement in this agreement. None of the terms or conditions contained in this agreement may be added to modified, suspended, or otherwise altered except by a written instrument signed by an officer of ROYAL ENGINEERING INTERNATIONAL, INC. or an otherwise authorized person. Notwithstanding any terms and conditions that may be contained in an invoice or other form of Buyer each shipment by ROYAL ENGINEERING INTERNATIONAL, INC. shall be deemed to be only upon the terms and conditions contained in this agreement. This agreement is governed by the laws of the state from which this quotation issues.
25) Price quoted represents “Fair Market” levels in consideration of the current D.O.C. ruling on anti-friction bearings and any duties which are in effect at this time. This quote is based on = 1 U.S. Dollar.
26) ROYAL ENGINEERING INTERNATIONAL, INC. may unilaterally modify the payment terms or credits limits provided by giving notice of such modification upon the occurrence of, any material change in financial position, change in ownership or control, reported losses, decline in credit rating, warnings of bankruptcy filing, breaches of covenants or other issues with banks with respect to Buyer or any significant customer of Buyer, engagement of a restructuring company, appointment of a receiver for all or any substantial part of assets, or failure of timely payment of ROYAL ENGINEERING INTERNATIONAL, INC.'s invoices when due.