STANDARD TERMS OF SALE
10/1/2024

1. GENERAL

A. Seller’s prices are based on these standard Seller sales terms and (i) this document, together with any additional writing signed by Seller, represents a final, complete and exclusive statement of the agreement (“Agreement”) between the parties and may not be modified, supplemented, explained, or waived by parole evidence, Buyer’s purchase order or other Buyer forms or documents, a course of dealing, Seller’s performance or delivery, or in any other way except in writing signed by an authorized representative of Seller, and (ii) these terms are intended to cover all activity of Seller and Buyer hereunder including sales and use of products, parts and work and all related matters (“Products”). References to Products include parts and references to work include construction, installation, and start up. ACCEPTANCE BY SELLER IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ACCEPTANCE OF THIS AGREEMENT. Any references by Seller to Buyer’s specifications and similar requirements are only to describe the products and work covered hereby and no warranties or other terms therein shall have any force or effect. Catalogs, circulars, and similar pamphlets of the Seller are issued for general information purposes only and shall not be deemed to modify the provisions hereof.

B. The agreement formed hereby and the language herein shall be construed and enforced under the Uniform Commercial Code as in effect in the State of Pennsylvania on the date hereof.

2. RETURNS AND CANCELLATIONS

All return and cancellation requests by Buyer require the prior written approval of an authorized representative at Seller’s home office located in Bethel Park, Pennsylvania. In the event of approval of a return request, (i) any allowed outgoing prepaid freight costs will apply and (ii) all returns must be shipped freight prepaid at Buyer’s expense.
 

3. TAXES
 

Any sales, use or other similar type taxes imposed on sales hereunder or on this transaction are not included in the price. Such taxes shall be the responsibility of and shall be billed separately to the Buyer.
 

4. PERFORMANCE, INSPECTION AND ACCEPTANCE
 

A. All Products shall be finally inspected and accepted within ten (10) days after arrival at point of delivery. Products not covered by the foregoing and all work shall be finally inspected and accepted within ten (10) days after completion of the applicable work by Seller. All claims whatsoever by Buyer (including claims for shortages) excepting only those provided for under the WARRANTY AND
 

LIMITATION OF REMEDY AND LIABILITY and PATENTS Clauses hereof must be asserted in writing by Buyer within said ten (10) day period or they are waived. If this Agreement involves partial performance,
all such claims must be asserted within said ten (10) day period after each partial performance. There shall be no revocation of acceptance. Rejection by Buyer may be only for defects substantially impairing the value of Products or work and Buyer’s remedy for lesser defects shall be those provided for under the
WARRANTY AND LIMITATION OF REMEDY AND LIABILITY Clause.

B. Seller shall not be responsible for non-performance or delays in performance occasioned by any causes beyond Seller’s reasonable control, including, but not limited to, labor difficulties, delays of vendors or carriers, fires, floods, earthquakes, natural disasters, transportation accidents, civil unrest, war or any governmental actions and material shortages. Any delays so occasioned shall effect a corresponding extension of Seller’s performance dates which are, in any event, understood to be approximate. In no event shall Buyer be entitled to incidental or consequential damages for late performance or a failure to perform.

C. If Buyer wrongfully rejects Products or work tendered under this agreement, or fails to make a payment due on or before delivery, or repudiates this Agreement, Seller shall at its option have a right to recover as damages either (i) the price as stated herein (upon recovery of the price, the items involved shall become the property of the Buyer) or (ii) the profit (including reasonable overhead) which the Seller would have made from full performance, together with incidental damages and reasonable costs.

5. TITLE AND RISK OF LOSS

Full risk of loss (including transportation delays and losses) shall pass to the Buyer upon delivery of products to the FCA point, Seller’s plant. However, Seller retains title, for security purposes only, to all Products until paid for in full and Seller may, at Seller’s option, repossess the same, upon Buyer’s default in payment hereunder, and charge Buyer with any deficiency.
 

6. WARRANTY AND LIMITATION OF REMEDY AND LIABILITY

A. Seller warrants only that the Products and parts manufactured by Seller, when shipped, and the work performed by Seller when performed, will meet all applicable specification and other specific product and work requirements (including those of performance), if any, of this Agreement and will be free from defects in material and workmanship under normal conditions of use. All claims for defective or nonconforming (both hereinafter called defective) Products, parts or work under this warranty must be made in writing immediately upon discovery, and in any event, within two (2) years of the shipping date by Seller. Defective and nonconforming items must be held for Seller’s inspections and returned to the original FCA point upon request. THE FOREGOING IS EXPRESSLY IN LIEU OF ALL OTHER
 

WARRANTIES WHATSOEVER, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
 

B. Notwithstanding the provisions of this WARRANTY AND LIMITATION OF REMEDY AND LIABILITY Clause, it is specifically understood that Products and parts not manufactured and work not performed by Seller are warranted only to the extent and in the manner that the same are warranted by Seller’s vendors, and then only to the extent that Seller is reasonably able to enforce such warranty, it being understood Seller shall have no obligation to initiate litigation unless Buyer undertakes to pay all cost and expenses therefore, including but not limited to attorney’s fees, and indemnifies Seller against any liability to Seller’s vendors arising out of such litigation.
 

C. Upon Buyer’s submission of a claim as provided above and its substantiation, Seller shall at its option either (i) repair or replace its Products, parts or work at the original FCA point of delivery or (ii) refund an equitable portion of the purchase price. In no case shall any claim exceed the overall price of the Agreement.
 

D. THE FOREGOING IS SELLER’S ONLY OBLIGATION AND BUYER’S EXCLUSIVE REMEDY FOR
BREACH OF WARRANTY, AND IS BUYER’S EXCLUSIVE REMEDY AGAINST SELLER FOR ALL CLAIMS
ARISING HEREUNDER OR RELATING HERETO WHETHER SUCH CLAIMS ARE BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES. BUYER’S
FAILURE TO SUBMIT A CLAIM AS PROVIDED ABOVE SHALL SPECIFICALLY WAIVE ALL CLAIMS FOR
DAMAGES OR OTHER RELIEF, INCLUDING BUT NOT LIMITED TO CLAIMS ON LATENT DEFECTS. IN NO
EVENT SHALL BUYER BE ENTITLED TO INCIDENTAL OR CONSEQUENTIAL DAMAGES AND BUYER SHALL
HOLD SELLER HARMLESS THEREFROM. ANY ACTION BY BUYER ARISING HEREUNDER OR RELATING
HERETO, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT
LIABILITY) OR OTHER THEORIES, MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE OF
SHIPMENT OR IT SHALL BE BARRED.
 

7. PATENTS
 

Seller agrees to assume the defense of any suit brought against Buyer for infringement of any United States patents in existence on the date of delivery of the product charged to infringe, but only to the extent such suit charges infringement of an apparatus or product claim by Seller’s product in and of itself, provided (i) said product is built entirely to Seller’s design, (ii) Buyer notifies Seller in writing of the filing of such suit within ten (10) days after their service of process thereof, and (iii) Seller is given complete control of the defense of such suit, including the right to defend, settle and make changes in the product for the purpose of avoiding infringement. Seller shall not have any responsibility or liability for charges of infringement of any process or method claims, unless infringement of such claims is the result of following specific instructions furnished by Seller.

8. SPECIAL TOOLING
 

Notwithstanding any tool, die or pattern charges or amortization in connection herewith, all special
tooling and related items shall be and remain the property of Seller.
 

9. TERMS OF PAYMENT

A. Unless other terms are specified, all payment shall be in U.S. dollars and shall become due 30 days after shipment. If you wish to pay with a credit card a 3.5% fee will be added to the purchase price. All shipments, unless otherwise specified, shall be FCA Seller’s plant. If delivery is delayed by Purchaser, date of readiness for delivery shall be deemed date of delivery for payment purposes. If manufacture is delayed by Purchaser, a payment shall be due based on purchase price and percentage of completion. Balance shall be payable in accordance with terms stated herein.
 

B. Seller may, at its option, upon Buyer’s default in payment hereunder, charge Buyer with any cost incurred by Seller incidental to its collection efforts, whether by legal proceedings or otherwise, including without limitation, attorney’s fees and court costs. Purchaser shall be responsible for interest at a rate of 2% over the prime interest rate in effect at the time of non-payment at PNC Bank N. A. in Pittsburgh, Pennsylvania, USA, per annum on the amount of any unpaid payment.
 

10. NOTICE

RACO International, L.P. values highly the confidence and good will of its customers and suppliers. We offer our products only on their merit, and we expect our customers to judge and purchase our Products and services solely on the basis of quality, price, delivery and service. Likewise, RACO International, L.P. buys only on merit, and we judge and purchase solely on the basis of quality, price, delivery, and service.
 

This RACO International, L.P. corporate policy applies in all relationships with our customers and suppliers.