Last Updated/Effective Date: August 6, 2025

Any executed contract or agreement will supersede these terms and conditions.

Controlling Provisions

These Terms and Conditions govern all quotations, purchase orders, and sales of Seller’s products. Any additional or different terms contained in Buyer’s purchase order or other communications are expressly rejected unless agreed to in writing by an authorized representative of Seller. No modification or waiver is valid unless made in writing and signed by Seller.

Delivery & Force Majeure

Seller will make commercially reasonable efforts to deliver products in accordance with estimated schedules but shall not be liable for delays or failure to perform due to causes beyond its reasonable control. Such causes include, without limitation: acts of God, war, terrorism, labor disputes, accidents, transportation delays, shortages of materials or energy, natural disasters, pandemics, government actions, changes in laws or regulations, import/export restrictions, imposition or increase of tariffs, trade embargoes, or other trade policy changes. If any such event results in increased costs, Seller reserves the right to adjust prices or delivery schedules accordingly. If a delay extends beyond sixty (60) days, Seller may cancel the affected order without liability. Seller shall not be liable for any consequential, incidental, or special damages arising from delays.

Tariff and Market Conditions Adjustment

Prices are based on prevailing tariff rates, duties, freight charges, and raw material costs at the time of quotation. In the event of any change to such costs before shipment—including, but not limited to, the imposition or increase of tariffs, duties, surcharges, or regulatory compliance costs—Seller reserves the right to adjust prices accordingly. Buyer agrees to accept such adjustments as a condition of continued performance.

Warranty

Seller warrants its manufactured products for one (1) year from shipment against defects in material or workmanship when used in accordance with Seller’s recommendations. Remedies are limited to replacement of defective products or, at Seller’s option, refund of the net sales price.
Seller makes no other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose. For products manufactured by others, Seller extends only the manufacturer’s warranty. Seller shall not be liable for inaccuracies in third-party documentation such as material test reports or compliance certificates. This warranty does not apply to products altered, repaired outside Seller’s facility, or subjected to misuse, negligence, accident, or improper storage.

Limitation of Liability

In no event shall Seller’s liability exceed the purchase price of the product giving rise to the claim. Seller shall not be liable for any indirect, special, incidental, or consequential damages, including lost profits or loss of business, whether based on warranty, contract, or negligence.

Returns

No product may be returned without Seller’s prior written authorization. Returns must be made within sixty (60) days of shipment, in resellable condition, and in original packaging. Buyer is responsible for freight charges unless otherwise agreed. A restocking fee of at least twenty percent (20%) applies, and additional fees may be charged for manufacturer-imposed restocking or freight costs. Fabricated, made-to-order, non-stock, discontinued, or excessive-quantity items are non-returnable.

Shipments & Risk of Loss

Title and risk of loss transfer to Buyer upon delivery to the carrier. Claims for loss or damage in transit must be filed with the carrier. Unless otherwise specified, all container shipments are FOB loaded trucks.

Special Products

Orders for special or nonstandard products are non-cancellable once placed, except on terms specified by Seller in writing.

Prices & Designs

All prices are FOB point of shipment unless otherwise stated. Prices are subject to change without notice. Any changes in Buyer’s delivery requirements, quantities, specifications, or documentation may result in price adjustments.

Taxes

Buyer shall pay any applicable sales, use, excise, or other taxes unless Buyer provides a valid exemption certificate.

Terms of Payment

Unless otherwise specified, payment terms are net thirty (30) days from the invoice date. Past due balances are subject to interest at 1.5%—calculated daily and compounded monthly—or the maximum allowed by law, whichever is less. Seller may suspend shipments or cancel orders if Buyer’s account is delinquent. Buyer shall be responsible for all costs of collection, including reasonable attorney’s fees.

Export Shipments

All export sales must be prepaid in full prior to shipment. Buyer is responsible for all export arrangements, costs, duties, and documentation.

Compliance Responsibility

Buyer is solely responsible for ensuring that purchased products meet all applicable codes, standards, and regulatory requirements, including, without limitation, federal, state, and local laws, as well as Buy America and Buy American provisions where applicable.
Any certification or representation regarding country of origin, domestic content, or compliance with Buy America/Buy American requirements is based solely on information provided by the manufacturer or upstream supplier. Seller does not independently verify or warrant the accuracy, completeness, or validity of such information and shall have no liability for errors, omissions, or changes, including those resulting from supply chain substitutions, manufacturer production decisions, or government reclassifications.
It is Buyer’s responsibility to review all documentation and confirm compliance prior to incorporating products into any project subject to such requirements.

Governing Law & Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute shall be brought exclusively in the state or federal courts located in Delaware, and Buyer consents to such jurisdiction.

Entire Agreement

These Terms and Conditions, along with Seller’s quotation and order acknowledgment, constitute the entire agreement between Buyer and Seller and supersede all prior or contemporaneous communications. No course of dealing or usage of trade shall modify these terms.