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Terms And Conditions

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GENERAL TERMS AND CONDITIONS OF SALE OF
ROMEO RIM, INC.
(Effective December 19, 2012)
Purchaser’s Acceptance of Terms and Conditions. The terms and conditions set forth in this document are
intended to establish standard terms and conditions of sale for all sales by ROMEO RIM, INC. (“ROMEO RIM”) to
the purchaser (“Purchaser”) unless otherwise provided in a written agreement between ROMEO RIM and Purchaser,
and all such sales are made expressly conditional upon these terms and conditions. This document, together with the
quotations, order acknowledgments, or invoices, specifications, and all supplements and attachments thereto issued
by ROMEO RIM from time to time, shall constitute the entire agreement (“Agreement”) between ROMEO RIM and
Purchaser for each such sale. In the event of any inconsistency between these terms and conditions and the
provisions on ROMEO RIM’s quotation, order acknowledgment, or invoice or on any supplement attached thereto,
the provisions contained on the quotation, order acknowledgment, or invoice or on such supplement shall control.
Additional or different terms provided in Purchaser’s purchase order, which vary in any degree from any of the terms
herein, are herebyexpresslyobjected to and rejected. No waiver, alteration, or modification of these terms and
conditions shall be binding unless in writing and signed by an authorized representative of ROMEO RIM, and unless
so accepted, are hereby objected to and rejected. These terms and conditions of sale may be modified from time to
time by ROMEO RIM, by notice to Purchaser. Each such modification shall be binding upon Purchaser with respect
to all purchases occurring after the date of such modification. Any conduct by Purchaser which recognizes the
existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Purchaser of this
Agreement and all of its terms and conditions.
Prices. Unless otherwise specified, domestic orders shall be priced and shipped F.O.B. Seller’s warehouse, and
international orders shall be priced and shipped Ex Works Seller’s warehouse. Prices, and other terms of sale and
payment, are subject to change without notice. Unless a contrary provision appears in the price schedule, quotation or
order acknowledgment, prices may be withdrawn byROMEO RIM withoutnotice at anytime. Stenographicor
clerical errors are subject to correction.
Remittances. All accounts are payable in United States funds, free of exchange, collection, or any other charges. If
the Agreement does not state payment terms, payment shall be received by ROMEO RIM no later than thirty (30)
days from the date of ROMEO RIM’s invoice. If, in the sole discretion of ROMEO RIM, the financial condition of
Purchaser at any time so requires, ROMEO RIM retains the right to require full or partial payment in advance. If
Purchaser fails to make payment when due, ROMEO RIM shall have the right to withhold shipment of any products
under this or any agreement between ROMEO RIM and Purchaser. Unless otherwise specified, if payment hereunder
is not made on time, ROMEO RIM, in addition to all other legal, equitable and contract rights, shall be entitled to
interest onsuch overdue payment at the rate of five percent (5%) per month, or the maximum rate allowed by law,
whichever is less. Notwithstanding the foregoing, interest shall not be charged on any overdue payment at a rate in
excess of the maximum rate permitted by law.
Acceptance of Orders; Credit. All orders are subject to ROMEO RIM credit department approval prior to
acceptance by ROMEO RIM. ROMEO RIM makes no assurance or guarantee regarding any amount of credit or the
continuation of such credit to Purchaser. In the event credit is provided by ROMEO RIM to Purchaser, or
Performance Assurance (as hereinafter defined) is required by ROMEO RIM of Purchaser, Purchaser shall provide to
ROMEO RIM, as requested by ROMEO RIM, such annual or interim reports containing Purchaser’s and/or
Purchaser’s Performance Assurance provider’s consolidated financial statements for a particular fiscal year or
accounting period, as requested. In all cases, such statements shall be in accordance with generally accepted
accounting principles. Notwithstanding the foregoing, if ROMEO RIM determines, in its sole discretion, that the
creditworthiness or future performance of Purchaser is impaired or unsatisfactory, ROMEO RIM may: (a) suspend
deliveries of product and/or services, (b) require prepayment by wire transfer of immediately available funds, and/or
(c) require Performance Assurance. Purchaser hereby waives written notice of any such action. “Performance
Assurance” means collateral in the form of either cash, letter(s) of credit, guaranty, or other security acceptable to
ROMEO RIM in its sole discretion. In the event Purchaser fails to timely pay ROMEO RIM any payments due
ROMEO RIM (whether under this Agreement or pursuant to any other obligation of Purchaser to ROMEO RIM) in
accordance with ROMEO RIM’s terms, ROMEO RIM may, in addition to any other remedies it may have under this
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Agreement, defer further shipments until such payments are made or, at its option, cancel the unshipped balance
without any liability to Purchaser.
Taxes; Duties and Other Charges. Unless otherwise specifically noted, the amount of any sales, use, occupancy,
excise tax, or other tax (excluding federal, state or local income or franchise taxes of ROMEO RIM), of any nature,
federal, state, or local, for which ROMEO RIM is legally liable, either initially or through failure of payment by
Purchaser, shall be added or be in addition to the price quoted and Purchaser agrees to pay the same to ROMEO RIM.
Unless expressly agreed otherwise, Purchaser shall also pay all import/export duties, levies and impositions and all
other governmental charges, assessments, fees, and any interest or penalties thereon, whether payable by ROMEO
RIM or Purchaser, imposed or levied on or with respect to this purchase order, the amounts payable hereunder, the
product or the possession, sale, use, furnishing or ownership of the product. Purchaser shall also be responsible for
obtaining and paying for any permits, licenses, or other governmental authorization(s) necessary for the exportation
or importation of the products into the designated country of importation, and it shall comply with all laws and
regulations thereof. If Purchaser shall fail to pay and discharge such taxes, duties and other sums when due, ROMEO
RIM may, at its option, pay the same, in which event Purchaser shall promptly reimburse the ROMEO RIM for such
sums paid.
Additional Payment Terms for International Orders. ROMEO RIM reserves the right to require payment on
international orders through the medium of an irrevocable letter of credit in favor of Romeo Rim, Inc., 74000 Van
Dyke Ave., Romeo, MI 48065, Attn: Credit Department, confirmed by a bank located in the United States acceptable
to ROMEO RIM. Unless otherwise agreed, such letter of credit (a) shall be valid for a period of time sufficient to
enable ROMEO RIM to receive payment in full plus thirty (30) days; (b) shall be for the total price of the
products/services, including any applicable transportation and insurance costs, and in a form acceptable to ROMEO
RIM; and (c) shall authorize partial payments against partial deliveries. The letter of credit shall provide for
payment(s) to ROMEO RIM at sight upon presentation to the confirming bank of ROMEO RIM’s sight draft(s) for
one hundred percent(100%) of the invoice value of each delivery, accompanied by commercial invoice(s) or by
shipping documents. The letter of credit shall permit shipment and shall permit presentation of non-negotiable copies
of bills of lading provided they are accompanied by ROMEO RIM’s declaration that the originals have been mailed
directly to the opening bank. All bank charges in connection with said letter of credit, including those of the
confirming bank, shall be for the account of Purchaser. Other payment terms may be negotiated between ROMEO
RIM and Purchaser, in which case such special payment terms shall specified in writing and become a part of the
sales agreement.
Cancellation and Suspension. The order or Agreement is subject to cancellation or instructions to suspend or delay
work or delivery only upon receipt of written notification and with ROMEO RIM’s consent, and upon Purchaser’s
agreement to pay ROMEO RIM’s adjustment charge. Orders for special products (usually “price on application”
items) may be changed and/or canceled only upon receipt of written instructions and with ROMEO RIM’s consent,
and Purchaser agrees to make payment for material used and work already performed. All charges or payments
required under this section shall be made by Purchaser to ROMEO RIM within thirty (30) days of the date of an
invoice from ROMEO RIM specifying such amounts due.
Transportation and Delivery. All shipping terms shall have meaning set forth in the Uniform Commercial Code
(the “UCC”) for domestic sales or in INCOTERMS™ 2010, as published by the International Chamber of
Commerce, for international sales. Transportation from this point and consular and brokers’ fees, if any, shall be at
Purchaser’s expense. Notwithstanding any shipping term, title to anyproducts sold and risk of loss of such products
passes to Purchaser upon delivery by ROMEO RIM to the carrier and products shall be deemed “delivered” at such
time, and anyclaims for losses or damage occurring after delivery to carrier by ROMEO RIM shall be made by
Purchaser directly with the carrier. In the event ROMEO RIM pays transportation and insurance beyond the point of
shipment to the destination specified by Purchaser, all such costs should be billed to Purchaser as a separate item on
the applicable invoice.
Partial Shipments and Payments. ROMEO RIM reserves the right to make partial shipments from time to time,
and to render invoices therefore which shall be due and payable as provided in said invoices and the paragraph
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entitled “Remittances.” If Purchaser becomes overdue in any such partial payment, ROMEO RIM shall be entitled to
suspend work and/or avail itself of other legal remedies.
Delays. All promises of shipment are estimated as closely as possible, and ROMEO RIM shall use commercially
reasonable efforts to ship within the time promised but does not guarantee to do so, and assumes no liability for not
doing so. Materials stated to be in stock are subject to prior sale, as is shop space.
United States Export Laws. ROMEO RIM’s obligations are subject to the export administration and control laws
and regulations of the United States. Purchaser shall comply fully with such laws and regulations in the export, resale
or disposition of products. Purchaser agrees and shall cause each of its customers to agree, that it shall commit no
acts which directly or indirectly violate any United States export control law, regulation, treaty or other international
agreement to which the United States adheres or complies or any applicable export, import or other laws of any other
jurisdiction and agrees to indemnify and to hold ROMEO RIM harmless fromany and all liabilities or costs incurred
by ROMEO RIM or its affiliates for any reason arising from or connected with any such violation, incurred
intentionally or unintentionally. Quotations or proposals made, and any orders accepted by ROMEO RIM from a
Purchaser outside the United States are with the understanding that the ultimate destination of the products is the
country indicated therein. Diversion of the products to any other destination contrary to United States law is
prohibited. Accordingly, if the foregoing understanding is incorrect, or if Purchaser intends to divert the products to
any other destination, Purchaser shall immediately inform ROMEO RIM of the correct ultimate destination.
Limited Warranty. Subject to the limitations set forth below, ROMEO RIM hereby makes the following warranties
with respect to the products or services sold or provided by it under this Agreement for a period of one (1) year from
the date of shipment: (a) all ROMEO RIM products are warranted to conform in all substantial respects to the
applicable ROMEO RIM promulgated specifications, drawings, blueprints, and/or samples, and; (b) all ROMEO RIM
products shall be free from defects in material content and ROMEO RIM’s workmanship. The foregoing warranties
shall not extend to: (1) any products which have been subjected to misuse, misapplication or neglect, damaged by
accident, rendered defective by reason of improper installation, not used as recommended and in accordance with
approved installation and operating practices or rendered defective by the performance of repairs or alterations
outside of ROMEO RIM’s plant, except when performed under ROMEO RIM’s specific authority; (2) any products
furnished or solicited by Purchaser or acquired from others at Purchaser’s request and/or Purchaser’s specifications;
(3) any components not manufactured by ROMEO RIM which are attached to, incorporated in or otherwise made a
part of ROMEO RIM’s products, it being acknowledged by Purchaser that only the respective original manufacturers’
warranties with respect to such components shall be offered to Purchaser to the extent permitted by such
manufacturer; and (4) defects resulting from damage due to corrosive, abrasive, or other wear not normally to be
expected in the products involved. Written notice of any breach of the foregoing warranties must be provided by
Purchaser to ROMEO RIM during the one (1)-year warranty period. THE FOREGOING WARRANTIES ARE IN
LIEU OF ALL OTHER WARRANTIES AND COMPRISE ROMEO RIM’S SOLE AND ENTIRE WARRANTY
OBLIGATION AND LIABILITY TO PURCHASER, ITS CUSTOMERS AND ASSIGNS IN CONNECTION
WITH GOODS AND SERVICES SOLD HEREUNDER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR
ANY PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED.
Purchaser’s Remedies. Purchaser’s remedies with respect to any product furnished by ROMEO RIM hereunder that
is found not to be in conformity with the terms and conditions of the Agreement because of breach of contract or
breach of express warranty shall be limited exclusively to the right of replacement of such defective product or, at
ROMEO RIM’s option, refund of the sale price of the product. No allowance shall be made for any labor, charges of
Purchaser for replacement of parts, adjustments or repairs, shipping, in-out cost or any other cost or expense, unless
such charges are authorized in writing in advance by ROMEO RIM. Purchaser’s obligation to make payment on time
for the balance of products delivered under the Agreement is not affected by any claim of Purchaser hereunder.
Return of Products. No product of ROMEO RIM’s manufacture may be returned without ROMEO RIM’s written
consent. All goods returned are subject to a handling charge plus freight in both directions and charges for any
required reconditioning, unless otherwise specified in writing by ROMEO RIM.
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Shortages and Damages in Transit. Claims for shortages, damages, or defect of a kind discoverable on inspection
must be made in writing within ten (10) days after receipt of shipment, but loss of or damage to materials in transit is
the responsibility of Purchaser and its carrier. All claims hereunder must be supported by documentary evidence in
the form of exceptions taken on the delivery receipt. Failure to take such exceptions at time of receipt shall constitute
an absolute bar to any claim.
Limitation on Liability. ROMEO RIM’S TOTAL LIABILITY TO PURCHASER FOR DAMAGES FOR ANY
CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO ANY CAUSE
WHATSOEVER IN RELATION TO THIS AGREEMENT WHETHER BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE AND/OR GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF
WARRANTY, OR OTHER CAUSE (A “CLAIM”) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF
THE PARTICULAR SHIPMENT WITH RESPECT TO WHICH SUCH CLAIM RELATES.
NOTWITHSTANDING THE FOREGOING SENTENCE, UNDER NO CIRCUMSTANCES SHALL ROMEO RIM
BE LIABLE FOR ANY DAMAGES FOR LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS,
REVENUE OR OPPORTUNITY, CLAIMS OF THIRD PARTIES OR FOR INJURY TO PERSONS OR
PROPERTY, OR FOR ANY OTHER SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND OR NATURE.
Infringement. Purchaser shall defend, indemnify and hold harmless ROMEO RIM against any damages, costs,
expenses or other liabilities (including reasonable attorney’s fees) arising out of, or relating to, any claim brought
against ROMEO RIM relating to the infringement (or alleged infringement) of any patent or any use by ROMEO
RIM of any secret process, trade secret, know-how, drawings, plans, specifications or other confidential or
proprietary knowledge or information belonging to any third party arising from the ROMEO RIM’s manufacture, use
or sale of any products in accordance with any information, designs, materials, specifications, drawings, plans,
instructions or samples furnished by Purchaser.
Indemnification. Purchaser shall defend, indemnify and hold harmless ROMEO RIM and its affiliates, directors,
officers, agents, servants, employees, successors and assigns against, and hold them harmless from and against and
pay on behalf of or reimburse any and all claims, demands, actions, causes of action, suits, obligations, liabilities,
losses, damages, deficiencies, expenses, judgments, settlements and compromises (whether or not arising out of third-
party claims), including, without limitation: (a) costs associated with a recall of any product into which ROMEO
RIM’s products are incorporated; (b) Purchaser’s failure to specify to ROMEO RIM any requirements that are
required to be passed through to ROMEO RIM pertaining to a product into which ROMEO RIM’s products are
incorporated; and (c) for bodily injury, death, property damage, or economic loss, as well as any and all costs and
expenses, including interest, penalties, reasonable attorneys’ fees, court costs, amounts paid in investigation, defense
or settlement, and all indirect, special, incidental, consequential or punitive damages, relating to, resulting from or
arising out of acts or omissions of Purchaser relating to or arising out of the use, operation, ownership or condition of
any of the products purchased by Purchaser or the breachor non-performance of Purchaser’s obligations underthese
terms and conditions.
Dies, Tools, and Patterns. Dies, tools, and patterns required to produce the products or services sold or provided
under this Agreement shall remain the property of ROMEO RIM, unless such dies, tools or patterns have been
furnished to ROMEO RIM by Purchaser or specifically paid for in full by Purchaser (“Purchaser Tools”), in which
case such Purchaser Tools shall be and remain the property of Purchaser. Preparation charges or charges for dies,
tools, and patterns represent only a portion of cost and do not necessarily constitute payment in full. Unless otherwise
agreed to by ROMEO RIM and Purchaser in writing, paymentof such charges does not give Purchaser anyright,
title, or interest in such dies, tools, or other products of preparation. ROMEO RIM shall not be responsible for
retention of dies or patterns on which no orders are received for two (2) years or more. ROMEO RIM agrees to
reasonably maintain to the dies, tools, and patterns required to produce the products or services sold or provided
hereunder (whether Purchaser Tools or otherwise) throughout the term of this Agreement; provided however, that any
extraordinary costs required to maintain such dies, tool or patterns shall be the sole responsibility of Purchaser.
Force Majeure. Any delays in or failure of performance of ROMEO RIM shall not constitute default or give rise to
any claims for damages if and to the extent that such delay or failure is caused by occurrences beyond the control of

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ROMEO RIM, including, but not limited to: acts of God or the public enemy, acts of government, acts of Purchaser,
expropriation or confiscation of facilities; compliance with any order or request of any governmental authority,
compliance with priority or allocation orders or preference ratings issued by the government, epidemics, quarantine
restrictions, acts of war, acts of terrorism, rebellion or sabotage or damage resulting therefrom; embargoes or other
export restrictions, wrecks or delays of transportation, inadequate transportation facilities, inability to obtain raw
materials, a significant increase in the price of materials, fires, floods, explosions, unusually severe weather,
accidents, breakdowns; riots or strikes or other concerted acts of workmen, whether direct or indirect; or any other
causes whether or not of the same class or kind of those specifically above named which are not within the control of
ROMEO RIM and which, by the exercise of reasonable diligence, ROMEO RIM is unable to prevent or provide
against.
Security Interest. To secure Purchaser’s obligations to ROMEO RIM, ROMEO RIM hereby reserves, and
Purchaser hereby grants to ROMEO RIM, a security interest, including any applicable purchase money security
interest, in all products (and all proceeds from the sale of such products by Purchaser) sold by ROMEO RIM to
Purchaser. Purchaser hereby authorizes ROMEO RIM to file any financing statement or other document that is, or
becomes, necessary for ROMEO RIM to perfect the security interest granted to it under this section entitled “Security
Interest.”
Assignment; Binding Effect. No assignment of Purchaser’s rights hereunder may be made without the written
consent of ROMEO RIM. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
Governing Law. This Agreement is to be governed by and interpreted in accordance with the substantive law of the
State of Michigan. The parties hereby expressly exclude the applicability of the United Nations Convention on
Contracts for the International Sale of Goods, if the same would otherwise apply here. Buyer and Seller agree that
any legal suit, action, or proceeding hereunder shall be brought and resolved exclusively by the State and Federal
courts located in Macomb County, Michigan, and the courts to which an appeal therefrom may be taken; provided
that any party shall have the right, to the extent permitted by applicable law, to proceed against any other party or its
property in any other location to the extent necessary for the enforcing party to enforce a judgment or other court
order. Each of the parties hereby consents to the jurisdiction of such courts and waives all questions of jurisdiction
and venue. Legal process in any proceeding may be served on any party anywhere in the world.
No Waiver. The failure of ROMEO RIM to insist, in any one or more instances, upon the performance of any of the
terms, covenants, or conditions of the Agreement or to exercise any right thereunder shall not be construed as a
waiver or relinquish of the future performance of any such term, covenant or condition or the future exercise of such
rights, nor shall it be deemed to be a waiver or relinquishment of any other terms, covenant, or condition, or the
exercise of any other rights under the Agreement.
Garbled Transmissions. If any sales quote or other transaction document transmitted by facsimile is received in an
ambiguous, unintelligible or garbled form, Purchaser shall promptly notify ROMEO RIM in a reasonable manner. In
the absence of such a notice, ROMEO RIM’s records of the contents of such document shall control.
Validity and Enforceability of Faxed Documents. The conduct of ROMEO RIM and Purchaser pursuant to this
Agreement, including the use of documents transmitted by facsimile to initiate and accept sales orders, shall, for legal
purposes, evidence a course of dealing and a course of performance accepted by the parties. Facsimile copies of
signed documents, if introduced as evidence in any judicial, arbitration, medication or administrative proceedings,
shall be admissible as between the parties to the same extent and under the same conditions as original business
records. Neither party shall contest the admissibility of facsimile copies of documents under the best evidence rule,
nor otherwise on the basis that the documents are not the original form of such documents.
Severability. In the event that any provision hereof shall be illegal, invalid or unenforceable, it shall not affect the
legality, validity or enforceability of any other provision hereof and such illegal, invalid, or unenforceable provision
shall be interpreted and modified by the parties so as to eliminate such illegality, invalidity and/or unenforceability.
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