Terms and Conditions

These Terms and Conditions of Sale (“Terms”) apply to all quotations, order acknowledgements, and sales of products (“Products”) by Seller. Any purchase order or other document submitted by Buyer is for convenience only. Seller rejects any additional or different terms proposed by Buyer unless expressly agreed in a written instrument signed by an authorized officer of Seller.

1. Definitions

“Seller” means the distributor selling the Products.
“Buyer” means the commercial purchaser.
“Products” means the goods supplied by Seller.
“Order” means Buyer’s purchase order or other acceptance of Seller’s quotation.
“Documentation” means manufacturer or Seller published specifications, manuals, or written instructions.

2. Applicability; Entire Agreement; Battle of the Forms

These Terms, together with Seller’s quotation (if applicable) and Seller’s order acknowledgement, constitute the entire agreement between Seller and Buyer regarding the Products.

Seller’s acceptance of any Order is expressly conditioned on Buyer’s acceptance of these Terms. Seller objects to and rejects any terms in Buyer’s purchase order or other documents that are additional to or different from these Terms, including without limitation any warranty, indemnity, penalty, liquidated damages, service-level, or compliance provisions.

3. Quotations; Orders; Acceptance

All quotations are valid only for the period stated in the quotation, or if no period is stated, thirty (30) days from issuance.

Orders are not binding on Seller until accepted in writing by Seller.

Seller may accept, reject, or allocate Orders in Seller’s sole discretion.

4. Pricing; Taxes; Tariffs

Prices are as stated in Seller’s quotation or order acknowledgement. 

Prices do not include sales tax, use tax, VAT, GST/HST, or similar governmental charges. Buyer shall be responsible for all such charges unless Buyer provides a valid exemption certificate in advance.

Seller reserves the right to adjust pricing prior to shipment to reflect increases in tariffs, duties, freight costs, or other governmental charges imposed after the date of quotation.

5. Payment Terms

Unless otherwise stated in Seller’s quotation or order acknowledgement, payment is due net thirty (30) days from invoice date.

For some larger projects, we reservve the right to require a non-refundable deposit at time of order.

Seller may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

Buyer shall reimburse Seller for reasonable costs of collection, including attorneys’ fees.

Seller may suspend performance or shipments if Buyer fails to pay any amount when due.

6. Delivery; Title; Risk of Loss

Unless otherwise agreed in writing, delivery shall be FOB Seller’s facility, West Chester, Ohio (Incoterms 2025), unless otherwise stated in quotation and invoice

Title and risk of loss pass to Buyer upon tender of the Products to the carrier at Seller’s West Chester, Ohio facility.

Delivery dates are estimates only. Seller is not liable for delays in delivery.

For shipments outside the United States, 

7. Inspection; Acceptance

Buyer shall inspect the Products immediately upon receipt.

Any claims for shortages, visible damage, or nonconformity must be made in writing within five (5) business days of delivery, or such claims are waived.

8. Limited Warranty (Pass-Through Only)

8.1 Manufacturer Warranty Only

Products sold by Seller are covered solely by the warranty, if any, provided by the original manufacturer. Seller does not manufacture the Products and makes no independent warranty with respect to them.

Seller will, upon written request, provide Buyer with a copy of the applicable manufacturer warranty.

8.2 Disclaimer of Additional Warranties

Except for the manufacturer’s limited warranty (if any), Seller makes no warranties of any kind, express, implied, or statutory, including without limitation any implied warranties of merchantability or fitness for a particular purpose, all of which are expressly disclaimed to the maximum extent permitted by law.

Seller does not warrant that the Products will prevent accidents, injuries, property damage, regulatory violations, or other harm.

8.3 Exclusive Remedy

Buyer’s sole remedy for any defect or nonconformity in the Products shall be as provided in the applicable manufacturer warranty.

Seller’s obligation, if any, shall be limited to assisting Buyer in processing a warranty claim with the manufacturer.

Seller shall not be obligated to repair, replace, refund, or otherwise remedy any Product except to the extent Seller receives corresponding relief from the manufacturer.

8.4 No Coverage of Labor or Related Costs

Seller is not responsible for labor, removal, reinstallation, travel, service charges, downtime, lost productivity, freight, customs charges, or any other associated expenses unless Seller expressly agrees in writing.

9. Returns

All sales are final. Any returns require prior written authorization from Seller.

Custom or special-order Products are non-returnable.

Returned Products must be in original condition and packaging unless Seller agrees otherwise in writing. Restocking fees may apply.

10. Force Majeure

Seller is not liable for delays or failures in performance caused by events beyond Seller’s reasonable control, including without limitation acts of God, labor disputes, supplier delays, transportation disruptions, government actions, war, terrorism, cyber incidents, power outages, natural disasters, or shortages of materials.

11. Governing Law; Venue

Ohio law governs, without regard to conflict of law principles.

Exclusive venue shall be the state or federal courts located in Ohio, and Buyer irrevocably submits to such jurisdiction and venue.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

12. Export Control Compliance

Buyer shall comply with all applicable U.S. export control and sanctions laws, including without limitation U.S. Export Administration Regulations (EAR) and OFAC requirements.

Buyer represents it is not a prohibited party and will not export, re-export, or transfer Products in violation of applicable law.

13. Assignment

Buyer may not assign these Terms or any rights or obligations hereunder without Seller’s prior written consent. Any attempted assignment in violation of this Section is void.

14. AI-Enabled Systems; No Safety Guarantee

AI-enabled products are assistive tools only and do not replace human judgment or safety procedures.

No guarantee is made that hazards will be detected or accidents prevented.

Buyer is solely responsible for deployment, compliance, training, integration, and incorporation of the Products into broader workplace safety or operational programs.

Seller provides no safety, compliance, engineering, monitoring, or professional services absent a separate written agreement signed by Seller.

Buyer shall indemnify, defend, and hold harmless Seller from and against claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Buyer’s misuse, improper installation, integration, configuration, deployment, or failure to follow Documentation or instructions.

15. Survival

Warranty disclaimers, limitation of liability, indemnification, governing law, venue provisions, and any other provisions which by their nature should survive shall survive completion or termination of the sale.

16. Limitation of Liability

Seller shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including without limitation loss of profits, loss of revenue, loss of use, downtime, business interruption, or costs of substitute goods.

Seller’s total aggregate liability arising out of or relating to any Product shall not exceed the lesser of:

(a) the purchase price paid to Seller for the specific Product giving rise to the claim; or
(b) the amount actually recovered by Seller from the manufacturer with respect to such Product.

This limitation applies under any theory of liability, whether in contract, tort (including negligence), strict liability, or otherwise, even if Seller has been advised of the possibility of such damages.

17. Confidentiality

Buyer shall treat Seller’s non-public pricing, Documentation, product specifications, and technical materials as confidential and shall not disclose such information to third parties except as required for installation and use of the Products.

18. General

No waiver is effective unless in writing and signed by Seller.

If any provision is held unenforceable, the remaining provisions remain in full force.

Headings are for convenience only and do not affect interpretation.