1. AGREEMENT. All orders resulting from this quotation are subject to these Terms and Conditions and the provisions on the face hereof which constitute the entire agreement between Retail Product Solutions, Llc. (‘RPS’) and Buyer and supersede all statements representations and agreements, oral or written made by the parties or their representatives. Any additional, conflicting or different provisions of Buyer’s proposal, purchase order, or any other oral or written communication are hereby objected to and superseded by these terms and conditions. No modification or addition to this agreement shall be binding upon RPS unless specifically set forth in writing signed by an authorized RPS representative.


  1. CREDIT PAYMENT. New customers are required to submit one (1) bank reference and (2) trade references for credit purposes. Payment is to be made in U.S. Funds.


  1. QUOTATIONS. Written quotations by RPS automatically expire 30 days from the date of quotation and are subject to termination by notice from RPS within that period. Prices are based on current materials cost. RPS reserves the right to add any additional costs incurred due to material cost increases prior to completion of an order. RPS shall have no liability in respect of any oral quotation or under any oral agreement unless such agreement is confirmed in writing by RPS within 10 days thereafter. Buyer’s purchase order shall, upon receipt by RPS at its home office in New Philadelphia, Ohio, be deemed an acceptance of RPS’s quotation but shall be subject to these Terms and Conditions. RPS reserves the right to correct errors in specifications or prices, due to typographical, clerical, or engineering errors or because of incomplete or inaccurate information from Buyer.


  1. CLAIMS. Claims for errors, shortages, defects or nonconformities ascertainable upon inspection must be made in writing within (20) days after Buyer’s receipt of products and must be accompanied by RPS’s packing slip or a photocopy of the packing slip. All other claims must be made in writing to RPS within six (6) months from the date of shipment. Products claimed nonconforming or defective must, upon RPS’s request, promptly be returned to RPS for inspection. Claims not made as provided above and within the applicable time period will be subject to refusal by RPS.


  1. REMEDIES. RPS’s sole liability under the exclusive, express and limited warranty set forth in Paragraph 4 above shall be, at its option, to either repair or replace nonconforming or defective products for which it is responsible or return to Buyer their purchase price. RPS’s liability hereunder does not extend to any product, articles, or parts thereof: (a) furnished by Buyer or obtained from other manufacturers or suppliers at Buyer’s request and/or to Buyer’s specifications; or (b) installed, operated, maintained, repaired, or altered improperly or otherwise than in conformity to RPS’s instructions, or which have been the subject of misuse, accident, or neglect. Buyer assumes responsibility or liability for the adequacy of any design, specification, drawing, or material furnished or specified by the Buyer. The warranties contained herein shall extend to and be enforceable only by the Buyer. THE FOREGOING STATES BUYER’S EXCLUSIVE REMEDY FOR ANY BREACH OF RPS’S WARRANTY AND FOR ANY CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR NEGLIGENCE FOR LOSS OR INJURY CAUSED BY THE SALES OR USE OF ANY PRODUCT, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RPS SHALL IN NO EVENT BE RESPONSIBLE FOR ANY LOSS OF BUSINESS OR PROFITS DOWNTIME OR DELAY LABOR, REPAIR OR MATERIAL COSTS OR ANY CONSEQUENTIAL DAMAGES, LOSS OR DAMAGE INCURRED BY BUYER.


  1. PATENTS. In the event that Buyer has provided the specifications for the items made or work performed hereunder (or both), Buyer shall indemnify and hold RPS harmless from any and all claims for infringement of any patent, copyright or trademark by reason of the manufacture or sale of the items or work performed and shall indemnify RPS for any costs, expenses, liability and damages including attorney’s fees, which RPS may incur by reason of any alleged infringement. The provisions of this Section 6 shall survive delivery of the items or completion of the work and payment therefore and shall be binding upon the Buyer, its successors and assigns and shall inure to the benefit of RPS’s officers, directors, agents and employees and their heirs, executors, administrators and assigns.


  1. SHIPMENT, PERFORMANCE, LIMITATION OF LIABILITY. Any specified shipment date or dates are estimates only. RPS shall have no liability on account of any delay or failure to manufacture, ship or deliver any product or furnish any service, due directly or indirectly to fire, flood, act of God, accident, war, acts of public enemies, strike, lockout or other labor dispute, material shortage, inadequate transportation, government order or regulation or other similar or dissimilar cause beyond RPS’s reasonable control. RPS shall in no event be liable for any loss of business or profits, claims of Buyer’s customers or other third parties, downtime or any consequential damage, loss or damage, whether or not due to RPS’s negligence or foreseeable by RPS.


  1. CANCELLATION DEFERRED DELIVERY. Orders may be canceled only upon written notice from Buyer received by RPS at least (thirty) 30 days prior to shipping date and subject to payment by Buyer for all complete products at the unit price; for products in process on the basis of the percentage of completion thereof times the unit price; and for raw materials; unamortized tooling; engineering and other cancellation charges determined by RPS without waiver of any other available remedy or damage caused by such cancellation. Title to and possession of all unfinished material shall remain with RPS. No delivery may in any event be deferred for more than sixty (60) days without the express written agreement of RPS.


  1. SHIPPING, LOSS AND DAMAGE. Risk of loss or damage to products shall pass to Buyer upon the earlier of delivery to the first carrier or Buyer’s representative. Apparent shortage or visual damage to shipping containers by the carrier must be noted on both consignee’s and carrier’s delivery receipt or record. A possible concealed damaged condition shall also be noted on the carrier’s delivery receipt or record. The carrier’s local office should be notified of the condition immediately, but no later than 15 days after the date of delivery for preparation of an inspection report by him to support a possible claim.


  1. RETURNS. No returns will be accepted by RPS without prior written authorization. Except for in-warranty returns, Buyer will be responsible for all applicable restocking and other charges. RPS reserves the right to refuse all unauthorized returns. Parts which have been altered or defaced in any way will be considered as accepted by our Buyer.


  1. TELEPHONED OR TELEGRAPHIC INSTRUCTIONS. RPS accepts no responsibility and Buyer will not hold RPS responsible for errors or misunderstandings, whether or not due to RPS’s negligence, in complying with orders or instructions given to RPS by telephone or telegraph. The forgoing also applied to orders or instructions given to a third party for transmittal to RPS.


  1. SPECIAL OR MODIFIED PRODUCTS. Products not catalogued, or products catalogued but requiring deviation from standard are subject to applicable pattern, tooling and test charges.


  1. MODIFIED OR DISCONTINUED PRODUCTS. RPS shall have no duty to stock or provide spare or replacement parts or products. RPS may modify or discontinue any product or line of products at any time without liability except to refund any amounts already paid for any such products which have been ordered but not yet delivered.


  1. EQUAL EMPLOYMENT OPPORTUNITY. RPS agrees in performing the work required hereunder, not to discriminate against any worker because of race, color, religion, sex, age or national origin, or because of disability or veteran’s status, and to comply with all federal laws, executive orders, rules or regulations relating to nondiscrimination in employment which are applicable hereto. All contract clauses required thereby are incorporated herein by reference.


  1. TAXES. All duties, sales, use, excise, or similar taxes or charges applicable to the sale or use of any product or the furnishing of any service shall be Buyer’s responsibility, and Buyer shall indemnify RPS against any liability thereunder.


  1. WAIVER. The failure of RPS to insist, in any one or more instances, upon the performance of any of the terms, covenants or conditions of this contract or to exercise any right or remedy hereunder shall not be, and shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenants or conditions or the future exercise of such right or remedy by RPS and the obligation of the Buyer with respect to such future performance shall continue in full force and effect.


  1. GOVERNING LAWS, JURISDICTION. This agreement shall be governed by the laws of the State of Ohio. Buyer consents to personal jurisdiction over it with respect to any dispute arising hereunder in the courts of the State of Ohio.


  1. CAPTIONS. Captions have been inserted solely for convenient reference and shall not limit or affect any provision hereof.