TERMS – Notwithstanding any different or additional terms and conditions that may be embodied in Buyer’s order, such order is accepted only on the condition that Buyer assents to the terms and conditions contained herein. The failure of Buyer to object hereto in writing shall constitute assent hereto. Seller makes no warranties, express or implied, as to the condition, merchantability, fitness for a particular purpose, or any other matter concerning the materials described herein and buyer accepts the materials as is. Seller does not adopt or affirm any of the warranties, express or implied, incuding the warranties of merchantability and fitness for a particular purpose, made by any of the manufacturers of any of the materials described herein. Seller shall not be liable to buyer or buyer’s customer for any incidental or consequential damages. In any event, seller’s liability shall never exceed the purchase price of the goods which are the subject of the claim, whether or not such goods have been installed or made part of an improvement to real or personal property.

All sales are final. Special order, custom built and non-stock items are non-cancelable and non-returnable. Materials normally carried in Seller’s inventory which have been delivered as ordered may be returned “unused” within 30 days from the date of purchase for credit only upon Seller’s prior written authorization. All such returned materials must be accompanied by a copy of the invoice, a Return Merchandise Authorization (RMA) from Seller and a restocking charge in the amount of 15% of the purchase price. In addition to ‘unused’, the material must be in resalable condition or in its original packaging.

All quotations and sales are F.O.B. point of shipment unless expressly stipulated otherwise in writing. The risk of loss or destruction of, or damage to the materials shall be on Buyer from and after delivery of the materials to Buyer or carrier, whichever occurs first. Seller shall not be liable to Buyer for any loss or damage suffered by Buyer, directly or indirectly as a result of Seller’s failure to perform, or delay in performing any obligation under this order where such a failure or delay is caused by labor troubles (including, without limitation, strikes, slowdowns and lockouts), civil disturbance, war, acts of terrorism, weather, Government regulations, inability to obtain or revocation of export or import licenses, interruptions of or delay in transportation, materials shortages, power failures, accident, or other cause of like or different character beyond Seller’s control.

Prices are subject to change without notice. Prices do not include tax. Taxes will be added, in all cases, unless an exemption certificate is on file with the Seller. Buyer shall pay the amount of any applicable sales, use, compensating, intangibles, gross income or like tax, import duties and similar charges levied by any governmental authority in connection with this order. All orders must be in a writing which includes a purchase order number and must be received by Seller by mail, courier, facsimile or email. Seller reserves the right to refuse any order based on an error in price or quotation. Modification of any order must be confirmed in writing. Seller takes exception to and hereby objects to all hold harmless and indemnity provisions.

Seller may provide assistance in the preparation, filing and follow-up of rebate forms for various states, local utility or other governmental agency. In providing such assistance, Seller assumes no responsibility for the completeness or correctness of the rebate form or application or for the action of the public entity. Seller shall have no liability to Buyer or Buyer’s customer for success in obtaining a rebate, the accuracy of the estimated rebate amount or the amount of the rebate actually received, even if due to Seller error or negligence. Delivery or ship dates are not guaranteed and delinquency in delivery will not constitute grounds for charge back, setoff, or other damages or claims of damages against Seller unless specified delivery or ship dates are requested by Buyer and expressly agreed to in writing by Seller. Consistent with industry custom and practice, Seller will deliver the goods to the specified address even if there is no one there to sign for them, unless Buyer instructs Seller otherwise in writing. Buyer agrees to pay all costs of delivery or re-delivery. In the event of any breach or default by Buyer on the terms and conditions of sale set forth herein; Seller may employ any company, corporation, agency or attorney to collect any and all amounts owing from Buyer to Seller, including but not limited to purchase price, service charges, delivery charges and taxes; and Buyer shall pay to Seller all costs, expenses and fees, including reasonable attorney’s fees, incurred by Seller in the enforcement of the said terms and conditions of sale. LA County, California shall be the exclusive venue for any litigation.

NOTWITHSTANDING THIS ACCOUNT IS ESTABLISHED IN THE NAME OF A BUSINESS, BY SIGNING THIS DOCUMENT, I PERSONALLY GUARANTEE PAYMENT OF THE ACCOUNT (MUST BE AN OFFICER OR OTHER AUTHORIZED TO SIGN ON BEHALF OT THE COMPANY) By executing a sales order acknowledgement or credit application the Buyer represents to the Seller that as of the date of execution the Buyer has not ceased to pay its debts in the ordinary course of business, that it can pay its debts as they become due and that it is solvent within the meaning of applicable Federal Bankruptcy laws. All claims for shortage or allowances must be made in writing on date of delivery. Material furnished for use in the improvement of real property may be subject to the mechanics’ lien laws of the jurisdiction in which the material is used.

1. No order shall be considered valid unless it is signed by an authorized representative of the Buyer. This order is expressly conditioned upon acceptance of its terms, including those specified herein and on the face of the Purchase Order. Any additional or differing terms are deemed to be material alterations and are hereby expressly rejected and objected to.

2. The Buyer reserves the right to deduct from the invoice any excess costs resulting from the Seller's failure to comply with the Buyer's shipping instructions, if provided. The Seller shall be responsible for any costs or expenses incurred by the Buyer in connection with the inspection, receipt, transportation, and care and custody of defective goods supplied under this order.

3. The Seller represents and warrants that the merchandise covered by this order has not been manufactured, sold, or priced in violation of any applicable laws, including but not limited to European Union regulations and directives. By accepting this order, the Seller certifies that the goods furnished hereunder were or will be produced in compliance with all relevant laws, including but not limited to labour standards, environmental regulations, and product safety requirements. The Seller agrees to comply with all applicable laws and regulations where the goods are manufactured or delivered, including but not limited to REACH (Registration, Evaluation, Authorisation, and Restriction of Chemicals), RoHS (Restriction of Hazardous Substances), and GDPR (General Data Protection Regulation). The Seller agrees to indemnify, defend, and hold harmless the Buyer from any claims arising from the Seller’s non-compliance with such laws and regulations.

4. This order is placed on the condition that the Seller shall not assign or transfer it, or any interest therein, including any payment due or to become due, without the prior written consent of the Buyer.

5. The Buyer shall have the right to set-off any amount owing from the Seller to the Buyer or any of its affiliated companies against any amount due or owing to the Seller under this order.

6. The Seller expressly warrants that all materials and articles supplied under this order shall conform exactly to the specifications, descriptions, and requirements set forth by the Buyer, shall be merchantable, and shall be free from defects in material, workmanship, and design. These warranties shall survive delivery and shall not be deemed waived by the Buyer’s acceptance or payment for such materials or articles. Any deviations from this order or the specifications furnished hereunder, or any other exceptions or alterations, must be approved in writing by an authorized representative of the Buyer.

7. The Seller agrees to indemnify, defend, and hold harmless the Buyer from any claims or demands arising from any alleged infringement of patents, trademarks, or copyrights due to the sale or use of the merchandise sold hereunder. The Seller further agrees to indemnify, defend at its own expense, and hold harmless the Buyer from all claims and suits arising out of goods or services supplied under this order, including any alleged defects in material, workmanship, or design.

8. If the government or public authority of an EU member state is the ultimate recipient of the goods, this purchase order is subject to all applicable procurement regulations, including but not limited to Directive 2014/24/EU on public procurement, as amended. The Seller shall comply with all anti-discrimination and equal treatment laws applicable within the EU, including but not limited to the provisions of the EU Charter of Fundamental Rights.

9. Shipments shall be made DDP (Delivered Duty Paid) to the Buyer’s designated destination or as specified on the Purchase Order, in accordance with Incoterms 2020. The Buyer reserves the right to cancel all or any part of the undelivered portion of this order if the Seller fails to make deliveries as specified, or if the Seller breaches any terms of this order, including warranties. The waiver or acceptance by the Buyer of any breach by the Seller shall not operate to relieve the Seller of any responsibility for prior or subsequent breaches.

10. The prices shown on this purchase order are firm and not subject to escalation without the Buyer’s written consent. No additional charges (e.g., tariffs, boxing, fuel surcharges, packaging, drayage, or cartage) will be allowed. If there are any issues regarding pricing, the Buyer must be notified prior to shipment, and any adjustments must be confirmed in writing by the Buyer.

11. The Seller agrees to provide the Buyer with a certificate of insurance coverage prior to the shipment of goods or performance of services, evidencing that the Seller has Commercial General Liability coverage, including products and completed operations. The Seller also agrees to have its insurance carrier name the Buyer as an additional insured on the Seller’s policy and to provide an endorsement confirming the Buyer’s additional insured status.

12. The Seller agrees to provide the country of origin for each item sold to the Buyer upon request and to immediately notify the Buyer if such information is updated.