ROMI MACHINE TOOLS, LTD.
TERMS AND CONDITIONS OF SALE AND LIMITED WARRANTY

ACCEPTANCE – Acceptance of the products by dealer/end-user ("Customer") is EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS HEREIN CONTAINED.  Any term or condition in any purchase order or other form in conflict with these Terms or Conditions is hereby expressly rejected and shall not be binding on ROMI MACHINE TOOLS, LTD. (the "Company").  Buyer shall make an examination and test of a product immediately upon receipt at Buyer's place of business, and failure of Buyer to give notice of any claim within 7 days after receipt of such product shall be an unqualified acceptance of such product.

PRICES – Prices are:

1. Subject to change without notice prior to acceptance of Buyer's order by Company.
2. Exclusive of all Federal, State, Municipal or other Government excise, sales, use, occupational or like taxes now in force or to be enacted in the future;
3. Subject to an increase equal in amount to any tax by the Company may be required to collect or pay upon the sale of the items quoted;
4. Subject to change at any time by Company in the event of any change in the Buyer's requirements or terms and conditions.

SHIPPING AND DELIVERY                 

1. The shipping and delivery dates provided are estimates and not guaranteed or warranted.
2. Company shall in good faith endeavor to ship products by the estimated shipment date.  Company will not be liable for any damages resulting directly or indirectly from shipping delays, regardless of cause.
3. Company shall have the right to select the carrier unless Buyer and Company agree otherwise.  Upon delivery of the goods by the Company to a carrier, the carrier shall be deemed to be the agent of the Buyer and risk of loss shall be on the Buyer.
4. All products shall be shipped F.O.B. point of origin.
5. Cancelation of Orders.  Purchaser shall not countermand or cancel any order or cause the work of shipment to be delayed, except with the written consent of, and upon terms agreed to by Seller, and full compensation to Seller for any loss sustained by reason of cancellation.

RESERVATION OF RIGHTS – Company reserves the right to make improvements/changes in the design of its products without any obligation to make such changes or improvements on the products that are the subject of this order or on products previously manufactured and sold by Company.

LIMITED WARRANTY – Company warrants to the dealer/end-user ("Buyer") that the products covered will be free from defects in material and workmanship under normal conditions of use for a period of a 12 month period from the date of installation based on single shift operation or by a 24 month period from the date of shipment from the Company, whichever term is less.  All replacement parts under warranty will be provided by the Company except: Lamps, fuses, break shoes, clutch discs, belts, filters, sealing joints, retainers, lubricants, batteries, work lights, reactors, glass, chip wipers, push buttons which should be acquired by the machine end-user.  Parts manufactured by GE-Fanuc or Siemens, will be supplied directly by them.  This limited warranty does not apply to defects arising out of: (i) material provided by, or out of a design stipulated by Buyer, (ii) Buyer's faulty or improper installation, operation or maintenance of the products, (iii) alterations or modifications carried out without the Company's prior consent in writing, (iv) repairs carried out improperly by the Buyer or by third parties, or (v) normal wear and tear, accidents or misuse.

THE COMPANY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY WARRANTY CONCERNING THE QUALITY OR CONDITION OF THE PRODUCTS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  

The Company makes no warranty or representation that the products comply with the requirements of any federal, state or local laws, regulations, rules and/or industrial codes.  Buyer acknowledges that it is Buyer's responsibility to provide proper safety training, devices and equipment for the particular application or use intended by Buyer so as to protect the operator and others from harm, and to comply with all federal, state and local laws, rules and regulations relating to safety standards and all industry safety standards.  Buyer agrees to indemnify and hold Company harmless from and against any such liability, as well as all claims and expenses resulting from Buyer's modification of the goods or failure to implement any changes to the goods directed by Company.

The Company's liability for any breach shall be limited to, at the Company's option, the repair or replacement of any part or parts which are determined by the Company to be defective after it examines such part(s) or the refund of the purchase price for such defective part(s).  The Company shall bear the cost and risk of ground shipment of parts and of repaired or replaced parts both to and from the Company.  The cost of service for any work not covered under this limited warranty shall be as agreed in writing by the Buyer and the Company.  This limited warranty completely and exclusively states the obligations of the Company for any breach of the limited warranty. 

Any claim for breach of this limited warranty must be made in writing addressed to the Company and set forth in sufficient detail to permit identification of the defect.  Any claim for breach of warranty must be made within 12 months from the date of shipment of the applicable product.  If not made within said 12-month period, it shall be conclusively deemed to have been waived.

UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR ANY OTHER DAMAGES OF ANY KIND WHETHER SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER SORT EVEN THOUGH THE COMPANY MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL THE COMPANY'S LIABILITY EXCEED THE PURCHASE PRICE OF THE PRODUCT(S).

GOVERNING LAW – The Company's sale of products to Buyer, these Terms and Conditions and any dispute arising hereunder shall be governed and interpreted under the laws of the Commonwealth of Kentucky.