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ROMTEC
<br />Standard Purchase Agreement
<br />Terms & Conditions
<br />Credit. Invoicing, and Payment
<br />1. For all purchases whereby Romtec's customer (Customer) is not pre -paying
<br />one -hundred percent (100%) of the total contract value, Romtec, Inc.
<br />(Romtec) will provide a Schedule of Values for the project based on the
<br />available project info, including but not limited to the Customer's credit
<br />report, any applicable bond info provided by the Customer, and the mutually
<br />agreed project schedule. Customer agrees to promptly provide project
<br />info upon Romtec's request, including but not limited to the Customer's
<br />legal info and billing address with accounts payable contact info, the
<br />project site address(es), and a copy of any applicable payment bond(s).
<br />2. Customer may submit payments check, wire transfer, or credit card
<br />(Visa, MasterCard, Discover or American Express). A separate fee will
<br />be charged for payments exceeding $20,000 made by credit card.
<br />3. For all purchases whereby the Customer is not pre -paying one -hundred
<br />percent (100%) of the total contract value, Romtec is effectively extending
<br />credit terms to the Customer by providing the Schedule of Values. Romtec
<br />reserves the right to modify the Schedule of Values based on changes
<br />to the customer's credit info, bond info, failure by the Customer to pay
<br />as agreed, or any other relevant info in Romtec's sole discretion.
<br />4. Unless otherwise specifically included in the Romtec Purchase
<br />Agreement, tax amounts for sales, use, consumption, value
<br />added, or other goods/services related taxation is not included in
<br />the purchase price. Sales tax for goods is assessed at the time of
<br />delivery, so any sales tax amount included in the purchase price and/
<br />or Schedule of Values is an estimate only until the time of delivery.
<br />5. Notwithstanding any external agreements between Customer and a project
<br />owner (Owner) or other entity, Customer's payment(s) to Romtec are
<br />not conditional upon Customer receiving payment from any other entity
<br />or per any external terms. Romtec may in its sole discretion coordinate
<br />the Schedule of Values to accommodate Customer payment preferences
<br />or Customer's external obligations, but no external terms shall affect
<br />the agreed Schedule of Values, payment terms, purchase agreement
<br />terms & conditions, or any other aspect of the purchase agreement
<br />unless explicitly agreed in writing by both Customer and Romtec.
<br />6. Unless otherwise specifically agreed in the Schedule of Values or in
<br />writing, Customer payments to Romtec are due Net 30 of invoice date.
<br />7. If the Customer fails to make timely payment(s) as agreed, past due
<br />amounts shall bear interest and Customer agrees to pay interest at the
<br />rate of fifteen percent (15%) per annum, or the highest rate allowed
<br />under applicable law, with interest accruing from the original payment
<br />due date. Romtec may also require pre -payment of any remaining
<br />payment milestones as a condition of Romtec's continued performance.
<br />8. For all Customer accounts that are fifteen (15) days or more past
<br />due, Romtec may in its sole discretion withhold performance of
<br />any applicable warranty service until the Customer's account is
<br />fully paid and in good standing. Notwithstanding any terms herein,
<br />the Romtec warranty period will not be affected or tolled.
<br />9. If the Customer fails to pay as agreed for any reason, the Customer shall be
<br />liable to pay Romtec upon demand for any costs, expenses, and damages of
<br />any kind incurred in Romtec's pursuit of collecting payment, including but not
<br />limited to attorney fees, regardless of whether formal litigation is commenced.
<br />Warranty
<br />10. Romtec's standard warranty terms can be reviewed at the link below:
<br />https://romtec. com/wp-content/uploads/2022/03/4.01-
<br />Romtec-Warranty-2-28-22.pdf
<br />11. Romtec reserves the right to update its standard warranty terms at any
<br />time. The most current terms of the Romtec warranty at the date of
<br />purchase agreement execution will remain in effect for that purchase.
<br />12. Notwithstanding any terms herein, any modification of the standard
<br />Romtec warranty that is explicitly included in the purchase agreement shall
<br />supersede the standard Romtec warranty terms. For example, if Romtec
<br />agrees to include an extended warranty period, the agreed warranty
<br />period will be as defined in the purchase agreement documents.
<br />13. Unless another specific time period is agreed in writing, Romtec allows up
<br />to six (6) months for the Customer to complete construction/installation
<br />of the delivered Romtec goods and begin the Romtec warranty period.
<br />14. In Romtec's sole discretion, any request or requirement for Romtec
<br />to begin its warranty later than six (6) months from delivery of
<br />the Romtec goods (other than a delay caused by Romtec) may
<br />result in a change order for the extended warranty period.
<br />Rev. Date: 5/20/2025
<br />Changes. Delays. and Termination
<br />15. Customer may request change(s) to Romtec's scope of work at any time,
<br />and Romtec will respond to the Customer's request within a reasonable time
<br />to confirm whether the changes are feasible. If the requested change(s)
<br />are feasible, Romtec will provide a proposed change order for Customer's
<br />review that includes a description of the change(s) and the pricing for the
<br />change(s). If the Customer agrees with the change order, they shall sign and
<br />return the change order to confirm. If the Customer does not agree to the
<br />change order, they shall explicitly reject the change in writing, and Romtec
<br />will not proceed with the change order work or related price adjustment.
<br />16. Unless otherwise agreed in writing, Romtec's change order pricing
<br />is valid for 30 days from the CO date shown on Romtec's proposed
<br />change order. If the Customer has not formally accepted the change
<br />order before the 30-day expiration, Romtec may update the change
<br />order pricing at any time thereafter in its sole discretion.
<br />17. From time to time, Romtec may receive comments/markups on the Romtec
<br />preliminary submittal and/or full plan set from various reviewers and
<br />authorities. If these comments/markups require Romtec to make changes
<br />that affect the price or project schedule, Romtec will provide a proposed
<br />change order and proceed in the same manner as described above.
<br />18. Time is of the essence of this purchase agreement for
<br />performance by both Romtec and the Customer.
<br />19. Customer agrees that the project schedule will be
<br />adjusted as needed for any changes.
<br />20. For any delay to the agreed project schedule that is not caused by Romtec
<br />or under Romtec's control, Romtec shall not be liable for any incurred
<br />costs nor liable for any affect on the project schedule, and the Customer
<br />agrees to accept and pay for a corresponding price change and project
<br />schedule adjustment, or else the Customer may terminate the purchase
<br />agreement for its convenience per the applicable terms herein. Furthermore,
<br />if such delay not caused by Romtec impedes Romtec's progress such
<br />that Romtec cannot produce and deliver the work within 6 months of
<br />the agreed time, Romtec may in its sole discretion invoice the customer
<br />for all work completed up to the invoice date, and Customer agrees to
<br />pay such invoice within a reasonable time, notwithstanding any separate
<br />agreed Schedule of Values or conflict to this requirement therein.
<br />21. In the event that Romtec is responsible for a delay to the agreed
<br />project schedule, Romtec will make commercially reasonable efforts to
<br />mitigate the delay. Romtec is not liable for any damages of any kind to
<br />the Customer, Owner, or any other party in event of a delay by Romtec
<br />unless specific types and amounts of damages are explicitly agreed in
<br />writing by Romtec. Customer agrees to accept any required schedule
<br />change because of a delay, or else the Customer may terminate the
<br />agreement for its convenience per the applicable terms herein.
<br />22. In the event of any other default or breach of this agreement by Romtec that
<br />is not cured by Romtec within a reasonable time, Customer's sole remedy
<br />shall be to terminate the agreement per the applicable terms herein.
<br />23. Unless alternate termination terms are explicitly approved by Romtec in
<br />writing, in the event of termination of the purchase agreement by the
<br />Customer for any reason, Romtec shall cease work as expediently as
<br />commercially reasonable and attempt to mitigate costs of termination to
<br />the extent commercially reasonable. Upon termination for any reason,
<br />Customer shall pay Romtec a termination fee per the following fee schedule.
<br />a. Termination prior to Customer formally approving the Romtec
<br />preliminary submittal (SSDS): 30% of total contract value.
<br />b. Termination prior to Customer formally releasing Romtec to
<br />begin production of the order, but after formally approving
<br />the preliminary submittal: 750/0 of total contract value.
<br />c. Termination after Customer formally releases Romtec to begin
<br />production of the order: 100% of total contract value.
<br />24. Any other agreed termination terms notwithstanding, Customer
<br />shall pay Romtec upon request no less than the amount
<br />due for work completed prior to the termination.
<br />Project Schedule
<br />25. If a project schedule is included in the purchase agreement
<br />documents, then any changes to that project schedule must
<br />be agreed in writing by both Romtec and the Customer.
<br />26. If a project schedule is not included in the purchase agreement,
<br />then no specific performance times by Romtec are guaranteed,
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