2.1. Offers will be deemed accepted by you upon receipt by Roehr of: (1) correct and completed purchase order, and (2) payment of the first deposit (see “Price and Payment”, below).

2.2. After you accept this offer, you are not entitled to cancel or amend it or cause the manufacture or shipment of the goods to be delayed or stopped without Roehr’s prior approval. Any requested cancellations, amendments, delays, or stoppages should be communicated to Roehr as soon as possible for approval.

3.1. The goods are sold at the prices stated in the offer. All offers are subject to approval, acceptance, and correction at Roehr’s home office. Any offers containing errors in quotations will be corrected by Roehr and resubmitted to you for acceptance or refusal. Prices are subject to change without notice.

3.2. Unless otherwise stated in the offer, payment terms are as follows:

3.2.1. For orders within the United States and Canada, 50% of the price is due with your purchase order, 30% prior to shipping and the remaining amount is due net 30 days from the date of Roehr’s invoice.

3.2.2. For orders outside the United States and Canada, 50% of the price is due with your purchase order, and the remaining payment is due prior to shipment of the goods by Roehr.

3.3. Except as provided below, payment is accepted:

3.3.1. In U.S. dollars in any of the following forms, below:

3.3.1.1 cash (receipt will be issued at time of payment);

3.3.1.2 certified funds (money order or cashier’s check);

3.3.1.3 company check (the cancelled check shall serve as receipt); or

3.3.1.4 wire transfer of immediately available funds (international customers are required to make payment via wire transfer of funds. Contact Roehr for routing instructions).

3.3.2. Upon prior approval by Roehr, payment can be made in currencies other than U.S. Dollars for so long as on the date of payment, the payment in foreign currency shall be the foreign currency equivalent of the U.S. Dollar amount by using the Wall Street Journal exchange rate found on http://online.wsj.com/mdc/public/page/2_3021-forex.html.

3.4. Prices do not include taxes or other governmental charges. For orders within the United States, Roehr will invoice you for any such taxes or charges together with penalties and expenses, if any. If applicable, you will provide Roehr with a tax exemption certificate acceptable to the taxing authority. For orders outside of the United States, you are solely responsible for payment of all duties, taxes, and other importation-related charges to the appropriate local governmental agencies.

4.1. Review by our engineering department begins after Roehr’s receipt of your completed customer information form and final part geometry. Delivery dates provided by Roehr are based on quoted delivery with time starting after your approval of Roehr’s drawing. Any delays in your approval of Roehr drawings or your payment will affect the actual delivery date.

4.2. All quoted ship dates are Roehr’s good faith estimates based upon the date the goods are anticipated to be shipped from Roehr, and are subject to change upon notice to you.

4.3. Unless specified otherwise, delivery is “FOB” from Roehr’s factory for orders shipping within the United States. For international shipments where you arrange for transport, the delivery term is “FCA Leominster, MA, USA”. For international shipments when Roehr arranges for transport, the delivery term is “CPT: Named Point of Importation” and Roehr will invoice you for Shipping & Handling as a separate line item on the invoice.

4.4. Roehr has no liability to you or any third party for any loss, damage, or expense from any delay in delivery or failure of performance due to any cause beyond its control, including: fire, flood, or other acts of God; riot conditions; strike, lock outs, or labor difficulty; shortages of labor, fuel, power, materials, or supplies; transportation delays; war conditions or terrorism; governmental law, regulation, or order; freight embargo; or events which render performance commercially impracticable or impossible.

4.5. In instances where you choose to have Roehr arrange for transport, shipments will be routed via Roehr’s carrier of choice by default, with Shipping and Handling fees added to your invoice as a separate line item. Package tracking is offered at no charge, though carrier is responsible for delays or damage.

4.6. All returns must have prior Roehr approval and RMA number as provided by Roehr. Products returned without the consent of Roehr will be held at your risk and expense. Custom ordered products are not returnable.

4.7. All returned items are subject to Roehr’s inspection before an issuance of a credit or replacement. All returns will be subject to a 10% restocking fee.

4.8. Any goods offered for delivery are subject to prior sale, and are offered on a first come, first serve basis. Upon giving notice to you of a delay in accordance with the Uniform Commercial Code, Roehr reserves the right to allocate goods produced by it among its customers.

Delivery of goods to a carrier by Roehr, consigned to you or your order as you may direct, shall be complete delivery to you of title, ownership, and possession of the goods. You assume risk of loss, damage, or shortage in transit and shall be responsible for pursuing all claims with the carrier or carrier’s insurer. You must provide Roehr with notice of any shortage of goods, delivery of non-conforming goods, loss, or damage within 10 days of receipt of the goods, and if no such notice is given, you waive any right to assert such matters.

6.1. You will cooperate with Roehr and furnish any drawings, CAD models, specifications, or information reasonably requested with respect to the goods within a reasonable time after such request.
6.2. The drawings, specifications, electronic files, computer media, documents, samples, or other information Roehr furnishes you in connection with the goods may comprise in whole or part trade secrets that are proprietary to Roehr and protectable by law. You agree that you will disclose the trade secrets only to your employees and agents on a “need-to-know” basis, will take reasonable measures to prevent disclosure of the trade secrets to any other persons, and will return to Roehr or destroy any information containing the trade secrets after your need for the information ends, or upon Roehr’s demand.

6.3. On receipt of instructions from you requesting design changes or to suspend manufacture on items covered by this offer, Roehr shall be entitled to an adjustment charge which shall be determined by the cost (including overhead, cost of labor, and material) involved in processing the work up to the point of suspension, as well as any additional expenses resulting from design changes as requested.

6.4. Roehr is not obligated to treat as confidential any disclosure made by you to it, unless consented to otherwise.

7.1. Standard products are warranted to the material, hardness, and dimensional accuracy specifications listed in the Roehr catalog, and will be accepted for full credit or replacement should any significant deviation exist and notice is given to Roehr within 30 days after delivery. Custom produced products are warranted to the material, hardness, and dimensional accuracy specifications Roehr provides to you in the accepted Quotation, which are considered approved by you unless notice is given within 30 days after delivery. If the product does not meet the specifications, Roehr will make necessary and reasonable corrective changes to bring goods in conformance with your approved design.

7.2. You assume all responsibility and liability for loss or damages resulting from improper handling or use of the goods.
{RTS-Terms of Sale 3} 2

7.3. THIRD PARTY GOODS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, FROM ROEHR OR ITS AFFILIATES. You may be eligible for such Third Party Good’s manufacturer’s warranties, indemnities or other commitments made by such Third Party Goods manufacturer with respect to such Third Party Goods.

7.4. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF THE GOODS FOR YOUR USE OR RESALE, OR FOR INCORPORATING THEM INTO OBJECTS, OR FOR APPLICATIONS WHICH YOU DESIGN, ASSEMBLE, CONSTRUCT, OR MANUFACTURE.

7.5. EXCEPT FOR SUCH WARRANTY AS STATED IN THIS OFFER (AND EXCEPT FOR THE EXPRESS WARRANTY OF TITLE) ROEHR DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE GOODS, WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ROEHR DISCLAIMS ANY WARRANTIES GIVEN VIA ANY OTHER DOCUMENT, COMPUTER MEDIA, VERBAL OR WRITTEN COMMUNICATION, OR SAMPLE. ROEHR SHALL NOT BE LIABLE TO YOU OR THIRD PARTIES IN WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR ANY DAMAGES, WHETHER INCIDENTAL OR CONSEQUENTIAL, WHICH ARE ALLEGED TO HAVE BEEN CAUSED BY ONE OR MORE OF THE GOODS, BEYOND THE PRICE OF THE GOODS, THE EXCLUSIVE REMEDY FOR ANY CLAIM HAVING BEEN LIMITED TO REPAIR OR REPLACEMENT AS STATED BELOW. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR PAYMENT OF ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR TORT DAMAGES OF ANY KIND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Due to lack of control by Roehr over installation, environment, maintenance, and other variables affecting the goods, the requirements below must be followed as a condition of the warranties:

8.1. Roehr reserves the right to review all related manufacturing documents and interview personnel involved with the construction, use, and maintenance of the mold and its goods in order to determine, in Roehr’s sole discretion, the primary cause of product failure (“Primary Cause”) and thus responsibility for repair or replacement cost. Should failure of the molded product be due to a Primary Cause of incorrect mold operation or handling, or incorrect mold design or construction, your remedy shall be solely against the molder or the mold builder, as applicable.

8.2. Roehr products are to be maintained as specified by Roehr. Roehr product Design and Maintenance Guidelines are available on our website at https://roehrtool.com. Inspection and maintaining of steel coatings, if applicable, is the responsibility of molder, and must be documented.

8.3. Roehr reserves the right to review mold maintenance documentation should any repairs or failure occur. Roehr is not liable for damage to a component due to lack of mold maintenance or press maintenance, improper fitting or handling, or in-press errors such as part detail not ejected from the mold.

8.4. Parts that are stored (either on shelf or in mold) are to be protected against rust or damage.

8.5. Molder is to inform Roehr immediately of any failure in order for investigation to occur expediently. Should initial failure occur and not be reported, Roehr is not liable for subsequent failures.

8.6. During investigation of a failure, Roehr reserves the right to check component life in other tools to assist in determining Primary Cause of any failure. Information gathered will further be compared with other molds containing Roehr products for review and comparison to determine liability.

8.7. Should it be agreed and determined that Roehr is liable for a failure of the goods, the item will be replaced by Roehr at no charge, as your sole remedy.

8.8. Liability is limited to replacement of the goods only. Reimbursement for molding press downtime, part quality rejects, and other similar damages are not the responsibility of Roehr.

8.9. Warranty related issues do not preclude you from meeting agreed upon payment obligations. Repair or replacement of the cores must be handled by Roehr unless approved in writing by Roehr.

8.10. Back Charges:

8.10.1. All repair or adjustments to Roehr products must be approved by Roehr prior to work being completed. Any work done to Roehr products without prior approval voids warranty.

8.10.2. Roehr is not responsible for costs incurred by customers including labor or press hours for work done related to Roehr products unless previously agreed upon in writing by Roehr.

9.1. You will provide adequate and efficient safeguards, work handling tools, and safety devices necessary to provide a safe work place and to protect fully all personnel from bodily injury or death which otherwise may result from the use, operation, setup or maintenance of the goods. You will comply with Health and Safety regulations, and all other applicable governmental/regulatory agency codes and industry-accepted standards. Roehr is not liable for your failure to order, install, or use safeguards, work handling tools, or safety devices. You will establish and require all persons who use, operate, setup or maintain the goods to use all proper safe operating procedures, including, procedures set forth in any manuals or instruction sheets relating to the goods.

9.2. You indemnify Roehr, and its employees and agents from any loss, damage, or expense (including reasonable attorneys’ fees), by reason of any injury to or death of any person or damage to any property, arising out of (1) any breach of your obligations under this offer or (2) any actions or omissions by you or your employees or agents concerning or related to the goods, including, negligence or reckless conduct, maintenance of the goods, additions or modifications to the goods, or use of the goods.

9.3. You will notify Roehr, within 10 days after its occurrence, of any accident or malfunction involving any goods which results in injury to or death of persons, or damage to property, or the loss of its use. You will cooperate fully with Roehr in investigating and determining the cause of any such accident or malfunction.

If you should fail to make payments in accordance with the offer, or, if in Roehr’s sole discretion, reasonable grounds for insecurity as to your payments or performance exist, Roehr may require full or partial payment in advance or defer further shipments until payment is made.

10.2. If any proceedings are filed by or against you in bankruptcy, or for appointment of a receiver or trustee, or if you make an assignment for the benefit of creditors, Roehr has the right to discontinue production and deliveries under this offer and receive full reimbursement for all costs incurred, plus a reasonable profit.

10.3. If Roehr has reason to believe, in its sole discretion, that you are or are about to become insolvent, Roehr has the right, at its option, to: (1) withhold delivery of goods; (2) stop delivery of goods in transit; (3) reclaim goods delivered to you while insolvent; (4) immediately change payment terms to C.O.D., or require a bank standby letter of credit as security; or (5) exercise any other remedy available to it under law.

10.4. You will reimburse Roehr on demand for all reasonable costs incurred to collect past due accounts or to enforce any term of this offer, which will be invoiced and due upon receipt, including attorneys’ fees and other legal expenses, collection fees, and NSF checks.

10.5. Roehr retains a purchase money security interest in all goods and all proceeds therefrom to secure payment of the purchase price of the goods. The security interest in each good will terminate when such item has been paid for in full. You grant Roehr and its agents powers of attorney to sign and file any and all financing statements and renewals of such financing statements as may be necessary or proper to perfect any security interest granted in these Terms of Sale.

Roehr cannot guarantee custom products will be used by you in a manner which does not infringe upon patents for the use of, or articles produced by the product. You agree to indemnify, defend and hold harmless Roehr at your sole expense against any claims, actions, damages and costs (including, without limitation, attorneys’ fees and costs) arising out of infringement of patents, copyrights, registered designs or other intellectual property rights of third parties related to any custom products.

You agree and represent that you are buying the goods for your own internal use and not for resale. THE GOODS SOLD BY ROEHR ARE NOT DESIGNED FOR USE IN LIFE SUPPORT, LIFE SUSTAINING, NUCLEAR SYSTEMS OR OTHER APPLICATIONS IN WHICH FAILURE OF SUCH PRODUCTS OR SERVICES COULD REASONABLY BE EXPECTED TO RESULT IN PERSONAL INJURY, LOSS OF LIFE OR PROPERTY DAMAGE. USE IN ANY SUCH APPLICATIONS IS AT YOUR SOLE RISK.

Notwithstanding Section 6.4 to the contrary, each party may be given access to information (in any form) that relates to the other’s past, present, and future research, development, business activities, products, services, and technical knowledge, which is identified by the disclosing party as confidential information or which a reasonable person would deem to be confidential under the circumstances excluding Personal Data (“Confidential Information”). Confidential Information may only be used by the receiving party in connection with the goods offered or purchased under these Terms of Sale and otherwise as reasonably needed to perform its obligations under these Terms of Sale. The receiving party agrees to protect the Confidential Information of the disclosing party in the same manner that it protects its own similar confidential information, but in no event using less than a reasonable standard of care. Access to the Confidential Information will be restricted to Roehr and your Client personnel (including such personnel employed by their respective affiliates) and subcontractors engaged in the performance, management, receipt or use of the goods under these Terms of Sale, provided such parties are bound by obligations of confidentiality substantially similar to these Terms of Sale. Nothing in these Terms of Sale will prohibit or limit either party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (i) previously known to it without an obligation not to disclose such information, (ii) independently developed by or for it without use of the information, (iii) acquired by it from a third party which was not, to the receiver’s knowledge, under an obligation not to disclose such information, or (iv) which is or becomes publicly available through no breach of these Terms of Sale. Each party will exercise commercially reasonable efforts not to disclose any Personal Data to the other party and to restrict the other party’s access to its Personal Data, but if a party is given access to the other party’s Personal Data, the receiving party will protect such Personal Data using a reasonable standard of care against unauthorized access, use, alteration, destruction, loss or disclosure. With respect to your Personal Data that Roehr may incidentally have access to, you remain the data controller and Roehr shall be its data processor. The parties shall comply with their respective obligations under all applicable laws relating to data privacy, information security or security breach notification (together, the “Data Privacy Laws”). “Personal Data” shall have the meaning given it in the Data Privacy Laws.

14.1. Each party will retain responsibility for its compliance with all applicable laws, including export control laws and economic sanctions programs relating to its respective business, facilities, and the provision of services to third parties. You acknowledge that transfers of Materials (which can be the goods, any related parts, components, accessories, know-how or technical data) may be subject to any and all licenses, permits, export license exceptions or other authorizations (collectively, “Export Authorizations”). Once in receipt of the goods, you agree to (i) comply with any and all Export Authorizations; (ii) expressly assume responsibility for determining licensing requirements and obtaining license authority; (iii) appoint appropriate local agents and provide the local agent with a power of attorney or other written authorization, as applicable; and (iv) satisfy any other formalities required to import, export, re-export or transfer (physically or electronically) the Materials. Without limitation of the foregoing, you shall comply with all applicable U.S. and other countries’ export control and economic sanctions laws, including the U.S. Export Administration Regulations (“EAR”), the U.S. economic sanctions programs that are or may be maintained by the U.S. Government, including sanctions currently imposed against Belarus, Burma (Myanmar), Cuba, Democratic Republic of Congo, Iran, Ivory Coast, Liberia, North Korea, Somalia, Sudan, Syria and Zimbabwe (“Restricted Countries”), restrictions on transactions involving certain designated persons and entities on U.S. Government restricted parties lists (“Restricted Parties”), and the U.S. Foreign Trade Regulations, in performance of this sales contract and in the import, export, re-export,or transfer of Materials. You shall not export, re-export or otherwise transfer Materials or Services to any Restricted Countries or Restricted Parties.

14.2. Roehr and you each represent and warrant that it is aware of, understands, has complied with, and will comply with, all applicable U.S. and foreign anti-corruption laws, including without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”) and U.K. Bribery Act (all of the foregoing referred to as the “Anti-Corruption Laws”). Each party will comply with applicable laws, rules, ordinances and regulations of the United States and the state designated in the governing law provision below, and with any other jurisdiction in which it acts. In no event shall either party be obligated under this agreement to take any action that it believes, in good faith, would cause it to be in violation of any laws, rules, ordinances or regulations applicable to it.

15.1. This offer shall be governed and construed in accordance with the laws of the State of Massachusetts, USA, without regard to choice of law principles. The parties agree to submit themselves to the jurisdiction of the federal or state courts in Massachusetts and any and all proceedings relating to this offer or the goods shall be maintained in the federal or state courts in Massachusetts, which courts shall have exclusive jurisdiction for all such purposes.

15.2. Roehr is in breach of this offer only after you have given Roehr notice describing the breach in reasonable detail, and Roehr has failed to cure the breach within 30 days after service of the notice (or if the breach cannot reasonably be cured within that period, Roehr has failed to diligently begin to cure the breach within that period).

15.3. Roehr’s obligations under this offer are extended to you only, and shall not inure to the benefit of or form the basis of a claim by any purchaser of the goods or other party. You will not assign this offer without Roehr’s consent.

15.4. Any action or suit against Roehr arising out of or relating to this offer or the goods must be commenced within one year after the cause of action has accrued. The parties waive any right to a jury trial they may now or hereafter have in any dispute arising out of or relating to this offer or the goods.

15.5. Upon your breach of this offer, Roehr, in addition to all other remedies, and at its option, may:

15.5.1. terminate this offer in its entirety or terminate with respect to past due shipments;

15.5.2. withhold from you any funds then or afterward owed to you in connection with this offer or any other contract between the parties, until Roehr damages have been determined, and Roehr may then apply from the funds so withheld a sufficient sum to reimburse Roehr for damages, but such withholding and reimbursement shall not excuse you from further performance of this or any other agreement with Roehr;

15.5.3. terminate any other contract between the parties; or

15.5.4. assert any other remedy provided by law or equity.

15.6. All previous verbal and written communications between you and Roehr for the sale of the goods are canceled. There are no other agreements or warranties, except as contained in this offer, which is the final, complete, and exclusive expression of the agreement between you and Roehr. This offer may be amended only with Roehr’s consent. The word “including” as used in this offer means “including, without limitation”. The invalidity of any part of this offer shall not invalidate any other part and, except for such invalid part, the rest of this offer shall remain effective. No waiver of your performance shall be valid unless Roehr gives its consent. No waiver of a specific action shall be construed as a waiver of future performance.

15.7. Any notice, consent, demand or submission required under this offer shall be in writing and delivered to the parties at the address set forth in the offer, or at such addresses as they designate in writing. Service shall be made by hand delivery, by recognized overnight courier, by first class mail (registered or certified, return receipt requested), or (if confirmed in writing using one of the foregoing methods) by facsimile or email, in each case prepaid. All such communications shall be effective when received, except that email and facsimile communications shall be effective when