Terms and Conditions of Parts Sales

(Updated: December 15, 2020)

1. GENERAL: The sale of all parts and accessories (collectively, “Goods”) by Royal Truck & Trailer Sales and Service, Inc., a Michigan corporation, or any of its affiliates (individually and collectively, the “Company”) to the customer (the “Customer”), as designated on the invoice, quote, purchase order, and/or other document or communication in which these Terms and Conditions of Sale are referenced (collectively, the “Invoice”), is subject to Customer’s acceptance of these Terms and Conditions of Sale (the “Terms and Conditions”), without modification. These Terms and Conditions are the only terms and conditions applicable to the Goods, except for any provisions elsewhere agreed to in writing by the parties. Customer acknowledges and agrees that these Terms and Conditions are incorporated into, and are a part of, any Invoice, release, requisition, work order, shipping instruction, specification, and/or any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale of Goods by Company to Customer (these documents are collectively referred to as the “Contract”). Signing an Invoice, issuance of a purchase order, or acceptance of the Goods by Customer all constitute acceptance of these Terms and Conditions. Any additional or different terms or modifications to these Terms and Conditions proposed by Customer are expressly rejected by Company and are not part of the Contract.

2. TERMS OF PAYMENT. Customer agrees to accept Company’s descriptive billing system accounting for all Goods purchased under this Agreement. Company’s invoice number will be the reference number used for billing purposes to identify transactions regarding the Goods. All payments shall be in U.S. Dollars. Customer agrees to pay for all Goods purchased under this Agreement. If Customer has a credit account, Invoices shall be paid pursuant to the terms and conditions applicable to the credit account. If Customer does not have a credit account, Invoices shall be paid upon receipt. Company may require full or partial payment in advance of providing Goods if Company, in its sole discretion, determines Customer’s financial position warrants such action. Customer shall notify Company in writing of any disputes regarding, or objections concerning, any invoice within thirty (30) days of the invoice date. If Customer has not paid any invoice within thirty (30) days from the invoice date, and has not notified Company in writing of any disputes regarding, or objections concerning, the invoice within thirty (30) days of the invoice date, Customer will be in default of the invoice and waives any disputes regarding, or objections concerning, the invoice. If the full invoice balance of any invoice is not paid when due, Customer agrees to pay a time price differential on the unpaid balance due, equal to 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, commencing on the invoice date and continuing until full payment is received by Company. In the event of Customer’s default in payment of any invoice, Customer agrees to pay all costs of collection incurred by Company, including but not limited to payment of Company’s costs and attorney’s fees incurred in pursuit of collection. Payments received by Company shall be applied first against any accrued time price differential and then against unpaid invoice charges beginning with the oldest invoice. Customer agrees to accept receipt of any and all invoices via any address, facsimile, and/or email address provided to Company.

3. RETURNS AND EXCHANGES. All returned or exchanged Goods require a paper invoice. Core credits may be issued only for returned or exchanged Goods purchased within the prior thirty (30) days. Goods valued at $10.00 or less cannot be returned or exchanged. Goods cannot be returned or exchanged 30 days or more after purchase. Electrical Goods cannot be returned or exchanged.

4. SPECIAL ORDERS. Company may require a non-refundable deposit toward any specially ordered Goods. In the event Customer cancels the order of any specially ordered Goods, Company shall retain the entire deposit tendered toward the specially ordered Goods. All returns or exchanges on specially ordered Goods are subject to a twenty-five percent (25%) restocking fee, plus the cost of all freight charges.

5. ACCORD AND SATISFACTION. Any payment by Customer of an amount less than the records of Company reflect as owing shall be deemed a partial payment. No endorsement or statement on any check or any writing accompanying such check or payment shall be deemed an accord and satisfaction. Company may accept such check or payment without prejudice to its rights to recover the full unpaid balance or pursue other remedies against Customer.

6. WARRANTIES. Company’s warranty obligations to Customer are specifically limited to the following. In the event Goods received from Company are found to be defective within the warranty period established by the manufacturer (if any), Company’s only obligation, and Customer’s exclusive remedy, shall be, at Company’s option: (1) the repair or (2) replacement of any defective Goods at Company’s facilities, but only to the extent covered by the manufacturer’s warranty. Shipping costs to Company’s facilities shall be borne by Customer. Products for warranty work will be provided at no charge; labor costs may be assessed to Customer. All replaced Goods shall be the property of Company. Company shall have no obligation to repair or replace: (1) Goods altered or repaired other than by Company; (2) Goods failing due to misuse, improper maintenance or operating environment, or negligence; (3) Goods damaged after supply to Customer; or (4) Goods with serial numbers which have been altered or removed. THE ABOVE WARRANTIES ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES PROVIDED BY COMPANY AND COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF THE COURSE OF DEALING, CUSTOM OR USAGE OF TRADE. THE REMEDIES OF CUSTOMER WITH RESPECT TO THE GOODS, WHETHER IN CONTRACT OR IN TORT, SHALL BE EXCLUSIVELY AS SET FORTH IN THIS AGREEMENT ONLY.

7. LIMITATION ON LIABILITY: Company shall not be liable to Customer for incidental or consequential damages of any kind, whether based in contract or tort, including but not limited to: lost profits, loss of financing, lost production, additional labor costs, loss of anticipated profits or goodwill, loss by reason of plant shutdown, nonoperation or increased expense of operation, service interruption, cost of replacement power, claims by customers of any nature, loss of use of capital or revenue, lost revenue, lost bonding, and fines or penalties of any nature. The liability of Company to Customer shall also not in any situation exceed the purchase price of the specific underlying related item(s) of Goods.

8. PARTIES TO THE CONTRACT: The provisions of this Contract are and will be for the benefit of Company and Customer only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce any provision of this Contract. Any reference to the manufacturer of Goods is for the sole purpose of generally indicating the source of the Goods.

9. INDEMNITY: Customer agrees to indemnify, hold harmless, and defend Company from and against any claim, action, loss, liability, expense, damage, and/or judgment, including litigation costs and attorney’s fees, which arise or result from the Goods purchased under this Agreement. In the event of any action by Company to enforce Customer’s indemnity obligation under this provision, Company shall be entitled to recover not only the underlying attorney’s fees and costs pursuant to the indemnity obligation, but also the attorney’s fees and costs incurred in connection with the enforcement action.

10. ASSIGNMENT: Any attempted assignment by Customer of its rights under this Agreement without Company’s prior written consent shall be void. Company may assign any of its rights or delegate any of its duties under this Agreement without any consent from Customer.

11. SOLVENCY: If at any time Company requests written assurances with respect to Customer’s financial condition, Customer shall deliver such assurances. Company may refuse to provide Goods until receipt of such assurances, or until payment in advance of the full purchase price of any Goods is received by Company. Company may require Customer to partially or fully satisfy any balance owed to Company under this Agreement or otherwise before agreeing to provide any further Goods.

12. AUTHORIZED PURCHASES: Customer agrees Company may rely upon all reasonable representations of all persons holding themselves out as Customer’s authorized agents with authority to request Goods. Requests for Goods are authorized by Customer to be made verbally.

13. SAVINGS CLAUSE: If any provision of this Contract is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Contract shall nonetheless remain in full force and effect.

14. MODIFICATIONS AND WAIVER—ENTIRE AGREEMENT: Neither party has rights, warranties, or conditions expressed or implied, statutory, or otherwise, other than those contained in the Contract. The Contract contains the entire agreement between Company and Customer and can be modified or rescinded only by a writing signed by both parties. No waiver of any provision of the Contract will be binding unless in writing signed by an authorized representative of the party against whom the waiver is asserted, and unless expressly made generally applicable, will apply only to the specific case for which the waiver is given. Failure of either party to insist on strict performance of the Contract will not be construed as a waiver of any term or condition of the Contract. In the event of any conflict between these Terms and Conditions and any other term or condition on any Invoice or other document or communication, the term or condition imposing the greatest burden on Customer shall control.

15. GOVERNING LAW AND VENUE: The Contract is governed by the laws of the State of Michigan. The exclusive venue for any action arising out of, or relating, to the Contract and/or sale of Goods to Customer shall be the appropriate state or federal court in the County of Wayne, State of Michigan. Customer and Company opt out of, and render inapplicable, all provisions of the United Nations Convention on Contracts for the International Sale of Goods.