SELLER’S TERMS & CONDITIONS OF SALE

These Terms & Conditions (“Terms”) govern all sales of goods, materials, and/or services (“Goods”) by Seller to Buyer. By requesting a quotation or submitting an order, Buyer agrees to be bound by these Terms.

1. Acceptance of Orders

All orders are subject to Seller’s approval and acceptance, including when applicable, acceptance by Seller’s vendors, manufacturers, or suppliers (“Vendors”). Seller may, at its sole discretion, request adequate assurance of performance if Buyer’s financial condition is deemed unsatisfactory. Seller reserves the right to cancel any order without liability if such assurance is not provided.

BY SUBMITTING AN ORDER OR REQUESTING A QUOTE, BUYER AGREES THAT THESE TERMS SHALL EXCLUSIVELY GOVERN THE TRANSACTION. Any conflicting or additional terms, including those in purchase orders, are rejected unless expressly accepted in writing by an authorized representative of Seller. No verbal modifications are valid.

2. Prices and Taxes

Buyer shall pay the prices quoted by Seller along with applicable shipping, handling, taxes, and duties. Seller will collect sales tax unless Buyer provides a valid exemption certificate at the time of purchase. Buyer agrees to indemnify Seller for any tax, interest, or penalty incurred due to reliance on invalid exemption documentation. New tariffs imposed after quotation may be added to Buyer’s invoice.

3. Payment Terms

Standard payment terms are net 30 days from the invoice date unless otherwise agreed in writing. Payment is not contingent on third-party payments to Buyer. Credit card payments are charged at the time of sale. Buyer affirms its solvency upon placing an order. Seller may require advance or partial payment based on Buyer’s financial condition.

4. Late Payments & Remedies

If payment is not received when due, Seller may suspend performance and charge interest at 1.5% per month (18% annually), or the maximum rate permitted by law. Buyer agrees to pay Seller’s legal fees, court costs, and collection expenses. Buyer waives any rights to notice or hearing and consents to Seller obtaining a judgment without further process.

IMPORTANT NOTICE: THESE TERMS INCLUDE A CONFESSION OF JUDGMENT CLAUSE, WHICH MAY ALLOW SELLER TO OBTAIN A COURT JUDGMENT AGAINST YOU WITHOUT PRIOR NOTICE OR HEARING. YOU ARE WAIVING YOUR RIGHT TO TRIAL.

5. Title and Risk of Loss

All sales are made F.O.B. point of shipment. Title and risk of loss transfer to Buyer upon shipment. Claims for damage during transit are the sole responsibility of Buyer.

6. Quotation Validity

Quotations are valid for thirty (30) days from the date issued unless otherwise stated, regardless of Buyer’s use in external bids or proposals.

7. Assignment

Buyer may not assign any order without Seller’s prior written consent, except for transfers between affiliates. Either party may assign receivables without approval.

8. Returns and Cancellations

Returns of standard stock items are accepted within ninety (90) days of shipment if items are unused, unopened, and in original packaging. Returns of opened or used items may incur a 15% restocking fee or be rejected. Non-stock returns require Vendor approval or credit authorization. Sales tax refunds are issued in accordance with applicable law.

9. Termination

Either party may terminate an order if the other: (a) materially breaches these Terms and fails to cure within ten (10) days of written notice, (b) ceases normal business operations, (c) files for or is subject to bankruptcy, (d) has a receiver appointed, or (e) makes an assignment for the benefit of creditors. The non-breaching party may require continued performance of any unaffected portions.

10. Responsibility for Use

Seller makes no representation that Goods meet specific plans, specifications, or uses. Buyer is solely responsible for verifying suitability and compliance. Where substitute products are offered, Buyer is responsible for ensuring their acceptability.

11. Excusable Delays

Seller is not liable for delays due to causes beyond its control, including but not limited to natural disasters, labor disputes, governmental actions, transport delays, or Vendor failures. Delivery timelines will be extended accordingly. Storage or delivery delays requested by Buyer may result in additional charges.

12. Claims

Buyer must submit claims for nonconforming Goods within ten (10) days of receipt, in writing, including detailed facts. Failure to provide timely notice constitutes acceptance and waives all rights to reject or revoke acceptance.

13. Warranties

(a) Seller’s Warranty:
Seller warrants that Goods sold are new (unless otherwise specified) and free of liens upon full payment. Remedies are limited to replacement or lien removal.

(b) Limitations:
SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. No repair costs will be borne by Seller unless agreed to in writing. Warranties apply only within the U.S. and its territories unless agreed otherwise. Any repair or replacement will be made at the original delivery location.

14. Limitation of Liability

To the fullest extent allowed by law, Seller’s total liability for any claim related to Goods or related information/advice is limited to the amount paid for the Goods giving rise to the claim.

15. Miscellaneous

(a) Governing Law:
These Terms shall be governed by the laws of the State of Utah, U.S.A., without regard to conflict-of-law principles.

(b) Buyer Definition:
“Buyer” refers to the party named in the relevant quotation or agreement incorporating these Terms.

(c) Seller Definition:
“Seller” refers to the party named in the applicable quotation or agreement incorporating these Terms.