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and the Customer and Romtec shall establish a mutually
<br />agreed project schedule at their earliest convenience.
<br />27. Romtec has no control over the timing of review and approval of any
<br />Romtec submittal(s) by the reviewing authority, and Romtec shall not
<br />be liable for any delay, interim cost increases, or damages caused by a
<br />reviewing authority's time to review and approve Romtec's submittal(s).
<br />28. Romtec cannot provide firm production or delivery lead times
<br />until at minimum two (2) weeks after the Customer formally
<br />releases Romtec to begin production of the order.
<br />Shiuuina and Handlina
<br />29. Unless otherwise specifically included in the purchase agreement, Romtec will
<br />ship all items per FCA terms from Roseburg, Oregon (from Romtec's facility).
<br />30. Unless otherwise agreed, Romtec will select the shipping carrier, and
<br />risk of loss passes to the Customer upon Romtec's delivery of the
<br />goods to the carrier. Any damage or loss during transportation must
<br />be resolved between the Customer and the shipping carrier.
<br />31. In the event that Romtec agrees to retain risk of loss during
<br />transportation, risk of loss shall pass to the Customer upon delivery.
<br />32. Unloading is by the receiver (typically the Customer or the
<br />Customer's agent). Neither Romtec nor Romtec's carrier is
<br />responsible for unloading of delivered goods at the destination.
<br />33. Special equipment may be required for unloading, including but not
<br />limited to a fork lift with sufficient fork length and lifting capacity, and/or
<br />an appropriately sized crane for large items. However, Romtec is not the
<br />unloader nor the installer, and Romtec is not responsible for determining
<br />the means and methods for unloading or construction/installation work.
<br />34. Unless other arrangements are specifically included in the purchase
<br />agreement, Romtec will package the completed order with Romtec's standard
<br />packaging. Romtec's standard packaging includes shrink wrapping all
<br />palletized items and items that may be subject to degradation if exposed
<br />to weather during shipping. However, Romtec's packaging is not designed
<br />for ongoing exposed storage. Romtec's completed goods are intended for
<br />immediate construction/installation upon delivery. If the Customer intends to
<br />store the delivered Romtec goods for longer than 30 days after delivery before
<br />beginning construction/installation work, the Customer is responsible for
<br />opening the Romtec packaging and storing items under cover or in a climate
<br />controlled indoor environment as applicable for the particular type of items.
<br />35. In addition to Romtec's specific storage and handling recommendations,
<br />Romtec may also provide manufacturer recommendations for individual
<br />components, and the Customer shall store and handle individual
<br />components per the recommendations of the component manufacturer.
<br />36. Romtec is not liable for damage or degradation of items that were
<br />improperly stored or handled by the Customer (or Customer's
<br />agents). However, Romtec can assist the customer in obtaining repair
<br />or replacement of such items (at the Customer's expense).
<br />37. Unless otherwise specifically agreed in writing, Romtec will ship
<br />all items upon completion of production, and the Customer
<br />will accept delivery of completed items upon arrival.
<br />38. Romtec will ship all items using the minimum number of
<br />deliveries for efficient transport, as determined by Romtec. If
<br />the Customer elects to increase the number of deliveries, it may
<br />result in a change order for the increased shipping costs.
<br />39. Romtec does not have capacity for long-term storage of completed
<br />goods. In the event of a delay to the agreed delivery date, Romtec
<br />may, in Romtec's sole discretion, offer to store completed goods for
<br />the Customer at a minimum rate of $450/month depending on the
<br />nature of the completed goods and the availability of storage space.
<br />40. Regardless of any delay to shipping completed goods, Romtec will
<br />invoice for and Customer shall pay as agreed for Romtec's completed
<br />work based upon the date the goods were ready to ship.
<br />41. Unless otherwise specifically agreed in writing, Romtec shall not be
<br />liable to the Customer, Owner, or any other entity for any costs or
<br />damages related to delays in shipping or delivery for any reason.
<br />Insurance
<br />42. Romtec will provide its standard insurance certificate with the Customer and/
<br />or Owner listed as an additional insured upon request. Coverage includes:
<br />a. Commercial General Liability: $1 million per
<br />occurrence, $2 million aggregate
<br />b. Automobile: $1 million (any auto, owned, rented, not owned)
<br />c. Installation Floater: $2 million
<br />d. Umbrella/Excess: $5 million
<br />43. Customer and Romtec agree to waive all rights of subrogation against each
<br />other and their respective officers, agents, subcontractors, and employees.
<br />44. Customer and Romtec agree to waive any special, indirect, incidental,
<br />consequential, or punitive damages against each other and their
<br />respective officers, agents, subcontractors, and employees.
<br />General
<br />45. The contract documents consists of the Romtec Purchase Agreement,
<br />these Terms & Conditions, the Romtec preliminary submittal
<br />(SSDS), any executed change orders, and any other documents
<br />specifically included with, attached to, or referenced within the
<br />Romtec Purchase Agreement and Terms & Conditions.
<br />46. Except for specific changes agreed in writing in the Contract
<br />Documents, these Terms & Conditions shall control and supersede
<br />any other provisions, terms, conditions, writings, or agreements,
<br />including but not limited to a customer's Purchase Order, confirmation,
<br />or other communication between Romtec and the Customer.
<br />47. The Purchase Agreement is effective and binding upon
<br />execution of the agreement by both parties, unless an alternate
<br />date of effect is included in the Purchase Agreement.
<br />48. The Purchase Agreement may be executed in multiple
<br />counterparts, all of which shall constitute one agreement regardless
<br />whether all parties have signed the same counterpart.
<br />49. The parties agree that electronically signed copies of the agreement shall
<br />be of the same effect as wet signed physical copies of the agreement.
<br />50. Unless otherwise specifically agreed in the contract documents,
<br />all legal matter shall be interpreted per the laws of the State of
<br />Oregon, and the legal venue and jurisdiction for all legal proceedings
<br />shall be the courts of the State of Oregon in Douglas County,
<br />without regard for any conflict of law rules or principles.
<br />51. For any required notices, the party providing the notice shall deliver the
<br />notice to the other party via one of the following methods: Physical copy
<br />via personal delivery by the sender or sender's agent at the designated
<br />office of the recipient; Physical copy sent via recognized U.S. overnight
<br />carrier; Physical copy sent via postage prepaid, registered/certified mail
<br />with the U.S. Postal Service; Electronic copy via email to and from a
<br />confirmed and valid email address; Electronic copy via facsimile. In any
<br />case, Notice shall be deemed delivered upon receipt by the recipient, but
<br />no later than two (2) days after being sent via any of the methods above.
<br />52. In the event of any legal proceeding between the parties, the prevailing
<br />party shall be entitled to recover from the non -prevailing party all
<br />applicable costs, damages, and expenses, including but not limited to
<br />reasonable attorney fees. This recovery is in addition to any monetary
<br />judgment or award resulting from litigation of any kind, including but
<br />not limited to arbitration, trial, bankruptcy, or similar proceedings.
<br />53. If any term(s) of the agreement are found to be invalid or legally
<br />unenforceable, those terms shall be considered severed and shall not
<br />effect the remaining terms of the agreement, except to the extent such
<br />remaining terms may be revised in a legally acceptable manner to effect
<br />the intent of the parties in originally including the severed term(s).
<br />54. A waiver of any provision or requirement of the agreement or
<br />failure to either party to enforce strict performance as agreed
<br />shall not be a waiver of any subsequent violation or prejudice
<br />either parry's rights and remedies as defined herein.
<br />55. Neither party shall be liable for any delay or failure to perform any obligation
<br />under this agreement nor shall either party be liable for damages (including
<br />indirect or consequential damages) to the extent such non-performance,
<br />delay, loss, or damage that results from circumstances beyond the reasonable
<br />control of the defaulting party (Force Majeure events). Such Force Majeure
<br />events include Acts of God, fire, flood, earthquake, explosion, extreme
<br />weather, war or related hostilities, blockades, public disorder, pandemic or
<br />other public health emergency, quarantine restrictions, embargo, labor strike
<br />or other labor disturbance, unavailability of electronic communication or
<br />equipment, and/or compliance with any legal requirement or lawful order,
<br />insistence, or directive from any government and/or military authority.
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