1. SALES CONFIRMATION:
(a) Upon request, LindFast Solutions Group, LLC or one of its affiliates (“Seller”) may send to Buyer or one of its affiliates (“Buyer”) a quote for Seller’s products and services (the “Products”), and Buyer may then place an order for such Products (whether digitally or in the form of a written order), which Seller will then acknowledge (such order, an “Order” and such acknowledgement a “Sales Confirmation”). These terms and conditions of sale (these “Terms”), together with the Sales Confirmation and any attachments, addenda, schedules and exhibits attached by Seller to the Sales Confirmation (collectively, the “Agreement”) are the only terms which govern the sale of the Products by Seller to the Buyer set forth in the Sales Confirmation, comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Seller objects to and rejects any additional, different, or conflicting terms or conditions contained in any Order, order confirmation, invoice, purchase order acknowledgement, or other document issued by Buyer, regardless of whether or when Buyer has submitted its purchase order or such terms. This Agreement prevails over any of Buyer’s general terms and conditions of purchase, regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order, delivery of Products, acceptance of payment, commencement of performance, or any other conduct by Seller does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Any reference in any request for quotes or other document issued by Buyer to any other terms or conditions, including any terms incorporated by reference or hyperlink, shall be null and void and of no force or effect. No course of dealing, course of performance, or trade usage shall be deemed to modify, amend, or supplement these Terms.
(b) All Orders are subject to Seller’s review and approval of Buyer’s credit, at Seller’s election. Any price quotations provided by Seller are valid for five business days from the date of issuance, unless otherwise specified in the quotation. Seller reserves the right to modify or withdraw any quotation at any time prior to Seller’s acceptance of an Order.
(c) Buyer may not cancel or change a submitted Order (including changes to Products set forth on an Order previously submitted to Seller) once accepted by Seller in the form of a Sales Confirmation without Seller’s prior written consent. If Buyer wishes to cancel any Order or refuses to accept shipment, Buyer shall be liable to Seller for, and shall promptly pay to Seller all amounts incurred by Seller with respect to, all damages, costs and expenses, including attorneys’ fees and collection costs, incurred by Seller as a result of such cancellation, including, without limitation, special ordered materials and other specialty items. No Order is binding on Seller unless accepted by Seller in the form of a Sales Confirmation.
(d) Container quantities listed in Seller’s catalog and website are for reference purposes only. Actual quantities may differ and should be confirmed at the time of order placement. If Seller delivers to Buyer a quantity of Products of up to 10% more or less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall and shall pay for such Products the price set forth in the Sales Confirmation adjusted pro rata.
2. TITLE AND DELIVERY:
(a) Seller shall deliver all shipments of Products EXW (Seller’s premises identified in the Sales Confirmation) (Incoterms® 2020) unless otherwise stated on the Sales Confirmation. Title and risk of loss to Products pass to Buyer upon Seller’s tender of the Products to the carrier. Any loss or damage after that tender does not relieve Buyer from any obligation under the Agreement. Buyer is responsible for all costs of insurance and transportation and for all import duties, taxes and any other expenses incurred or licenses or clearance required at any port of entry and destination.
(b) If Buyer purchases Products on credit or pursuant to a separate financing, credit, or security agreement between Seller and Buyer (a “Financing Agreement”), then notwithstanding anything to the contrary in this Agreement, including Section 2(a), title to the Products shall be subject to any purchase money security interest, lien, or other encumbrance granted to Seller under such Financing Agreement. Buyer agrees to execute and deliver such financing statements, security agreements, and other documents, and to take such other actions, as Seller may reasonably request to perfect or otherwise protect any security interest in the Products granted under a Financing Agreement.
(c) Shipping dates are approximate only. Seller shall not be liable for any loss or expense, whether by way of contract or tort (consequential or otherwise), incurred by Buyer if Seller fails to meet the specified estimated delivery schedule. Seller shall use commercially reasonable efforts to provide Buyer with notice of any anticipated delays.
(d) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s Order.
(e) If for any reason Buyer fails to accept delivery of any Products within seven calendar days of the scheduled delivery date set forth in the Sales Confirmation, or if Seller is unable to deliver the Products by such date because Buyer has not provided appropriate instructions, documents, licenses, or authorizations, then: (i) to the extent not already passed to Buyer, risk of loss to the Products shall pass to Buyer; (ii) the Products shall be deemed to have been delivered; (iii) Seller may invoice Buyer for the Products if Seller has not already done so; and (iv) Seller, at its option, may store the Products until Buyer accepts delivery, in which case Buyer shall be liable for all related costs and expenses, including, without limitation, transportation, storage, and insurance.
(f) The quantity of any installment of Products as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
(g) Seller shall not be liable for any non-delivery of Products (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within five days of the date when the Products would in the ordinary course of events have been received. Any liability of Seller for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.
(h) Seller does not accept or create backorders. If any Products are unavailable at the time of Order, Seller will notify Buyer and may, in its sole discretion, cancel the Order or any affected portion thereof without liability.
3. ACCEPTANCE OF PRODUCTS:
(a) Buyer shall inspect and accept or reject the Products immediately upon delivery. Unless Buyer provides written notice to Seller within 10 business days following delivery of any claim that the Products are of insufficient quantity, do not conform to the agreed upon terms, or contain material defects, the Products shall be deemed to conform to the Sales Confirmation and Buyer shall be deemed to have accepted the Products. Buyer’s sole remedy for short deliveries is for Seller to deliver the undelivered quantity of Products, and Buyer’s sole remedy with respect to any defective Products shall be the repair or replacement of the defective Products by Seller.
(b) Buyer acknowledges and agrees that the remedies set forth in this Section 3 are Buyer’s sole and exclusive remedies for the delivery of Products of insufficient quantity or of defective Products. Except as provided in this Section 3, Buyer has no right to return Products purchased from Seller under this Agreement.
(c) If Buyer’s claim regarding nonconforming or defective Products requires laboratory testing or other third-party verification, Buyer shall be responsible for payment of all testing fees and related costs if such testing demonstrates that the Products conform to the applicable specifications or are not defective.
(d) No returns will be accepted without an authorization number provided by Seller. Returned Products must be in original containers. A 15% restocking charge will apply. Products which are modified or altered in any way by sources other than Seller are not returnable. Orders for special items or non-standard Products cannot be cancelled and are not subject to return.
4. PRICING AND PAYMENT:
(a) For all Products, Buyer shall pay Seller all fees designated in the Sales Confirmation (the “Purchase Price”). Buyer shall pay Seller the Purchase Price within 30 days following the invoice date, unless alternative payment terms are agreed to in writing by Seller and Buyer before the Order is delivered.
(b) If any invoice for Products remains unpaid 30 days after the date on which payment was due, Seller shall be entitled (without notice and without limitation of any other rights of Seller) to charge interest on the unpaid balance from the date due at a rate equal to the lesser of: (i) 1.5% per month; or (ii) the maximum rate permitted by applicable law, calculated daily and compounded monthly. If any outstanding balance remains unpaid 30 days after the date on which payment was due, Seller may, without limiting any of its other rights and remedies, suspend the delivery of any Products if Buyer fails to pay any amounts when due hereunder and such failure continues for five days following written notice thereof. Buyer shall reimburse Seller for all costs and expenses of collection, including, without limitation, reasonable attorneys’ fees, if any amounts owed by Buyer are subject to collection.
(c) If Buyer has a dispute regarding any invoice, Buyer must inform Seller within 10 business days after receipt of the invoice in writing regarding the nature of the dispute. Buyer shall nonetheless pay all undisputed amounts as provided in these Terms.
(d) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.
(e) The Purchase Price set forth in the Sales Confirmation is exclusive of all taxes, including, without limitation, federal, state and local excise, sales, use and other taxes, now or hereafter levied or imposed on the sale, delivery or use of Products, and Buyer shall be solely liable for, and shall pay, all such taxes, regardless of whether included on any invoice.
(f) If the Purchase Price should be increased by Seller before delivery of the Products to a carrier for shipment to Buyer, then Seller shall notify Buyer of the increase in Purchase Price and Buyer may, within five days, notify Seller that it desires to cancel the order. If Buyer does not cancel the order pursuant to the immediately preceding sentence, then this Agreement shall be construed as if the increased prices were originally inserted in this Agreement, and Buyer shall be billed by, and shall pay, Seller based on such increased prices.
5. LIMITED WARRANTY; LIMITATIONS OF LIABILITY:
(a) Seller warrants to Buyer that for a period of 90 days from the date of shipment of the Products (“Warranty Period”), such Products will be free from any material nonconformance with any specification accepted in writing by Seller.
(b) Unless expressly stated in the Sales Confirmation, Products are commercial quality only and are not represented as conforming to any government, military, or other specifications or standards.
(c) Seller shall not be liable for a breach of the warranty set forth in Section 5(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within 10 days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Products and Buyer (if requested to do so by Seller) returns such Products to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Products are defective.
(d) Seller shall not be liable for a breach of the warranty set forth in Section 5(a) if: (i) Buyer makes any further use of such Products after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Products; or (iii) Buyer alters or repairs such Products without the prior written consent of Seller. Without limiting the foregoing, Seller shall have no liability for any damage to, or defect in, Products caused by Buyer’s storage or transport of Products in a manner inconsistent with Product documentation, specifications, or instructions provided or made available to Buyer by Seller, including such documentation that is available upon Buyer’s request.
(e) Subject to Sections 5(c) and 5(d), with respect to any such Products during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Products; or (ii) credit or refund the price of such Products at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Products to Seller. THE REMEDIES SET FORTH IN THIS SECTION 5(e) SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 5(a).
(f) For some hardened fasteners designated as “plated” or “hardened” in Seller’s Product catalog or the applicable Sales Confirmation (“Plated Fasteners”), Seller requires its platers and suppliers of such Plated Fasteners to bake qualified hardened Products. However, there is no plating process which will guarantee complete freedom from hydrogen embrittlement. Therefore, Seller cannot be held liable for, and Buyer hereby waives any claims that may arise for, any loss or damage which occurs as a result of hydrogen embrittlement. If a reduced probability of encountering hydrogen embrittlement is desired, an alternate process or finish should be considered. For more information please click here to see Seller’s specialty product limited warranty information, which is in lieu of, and not in addition to, the warranties stated in these Terms for Plated Fasteners, AND STATES BUYER’S SOLE AND EXCLUSIVE REMEDY, AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH THEREIN.
(g) EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 5, EACH PRODUCT IS PROVIDED ON AN “AS IS” BASIS. SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, ORAL, IMPLIED OR STATUTORY, WITH RESPECT TO ANY PRODUCT, AND SELLER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY WITH RESPECT TO EACH PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF QUALITY, COMPLETENESS, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. SELLER DOES NOT ASSUME ANY OTHER OBLIGATION OR RESPONSIBILITY WITH RESPECT TO THE PRODUCTS, AND SELLER HAS NOT AUTHORIZED ANY PERSON TO ASSUME ANY OTHER OBLIGATION OR RESPONSIBILITY ON ITS BEHALF.
(h) SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SOURCE, ORIGIN, OR SUPPLY CHAIN OF ANY PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT ANY PRODUCT IS “CONFLICT FREE” OR COMPLIANT WITH ANY CONFLICT MINERALS LAWS, REGULATIONS, OR REPORTING REQUIREMENTS, INCLUDING THE U.S. SECURITIES AND EXCHANGE COMMISSION’S CONFLICT MINERALS RULE OR ANY SIMILAR LAWS OR REGULATIONS. BUYER ASSUMES ALL RESPONSIBILITY FOR ANY CONFLICT MINERALS DUE DILIGENCE, REPORTING, OR DISCLOSURE OBLIGATIONS APPLICABLE TO BUYER.
(i) TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY PRODUCT, INCLUDING BUYER’S COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, INABILITY TO OBTAIN SUBSTITUTE GOODS, DELAY, WORK STOPPAGE, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, OR LOSS OF PROFIT DAMAGES OF ANY KIND OR NATURE WHATSOEVER, EVEN IF SELLER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE FOREGOING DAMAGES ARE BASED ON DEFECTS IN THE PRODUCTS, NEGLIGENCE (INCLUDING GROSS NEGLIGENCE) OR OTHER TORT, WARRANTY, CONTRACT, INDEMNITY, BREACH OF ANY PROMISE, STRICT LIABILITY OR OTHERWISE. THE MAXIMUM LIABILITY, IF ANY, OF SELLER, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES FOR ALL DIRECT DAMAGES RESULTING FROM ANY PRODUCT AND SELLER’S OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID TO SELLER WITH RESPECT TO THE APPLICABLE PRODUCTS.
(j) No action, regardless of form, arising out of or in any way connected with this Agreement, the Products, or Seller’s obligations hereunder, may be brought by Buyer more than one year after the cause of action has accrued.
6. INDEMNITY:
(a) By Buyer. Buyer shall indemnify, defend and hold harmless Seller, its affiliates, officers, directors, employees, suppliers, and agents (the “Seller Indemnified Parties”), from and against any and all third-party claims, and all costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) incurred in connection with those third-party claims in any way arising out of, resulting from or relating to: (i) Seller’s production of any Product in conformity with Buyer’s specifications; (ii) Buyer’s use or misuse of any Products, including death, personal injury, damage to property, or damage to the environment; or (iii) Buyer’s storage or transport of Products in a manner inconsistent with Product documentation, specifications, or instructions. If Buyer fails to indemnify a Seller Indemnified Party as required by this Agreement, then Buyer shall pay for any damages (including reasonable attorneys’ fees), claims, losses, fees, expenses and costs incurred by the Seller Indemnified Party in enforcing the terms of this Agreement.
(b) Intellectual Property Ownership. Seller shall retain all right, title, and interest in and to any tooling, molds, dies, fixtures, designs, drawings, specifications, processes, inventions, and other intellectual property developed or created by Seller in connection with the manufacture of Products, whether or not based on Buyer’s specifications or requirements. Any intellectual property provided by Buyer to Seller shall remain the property of Buyer, subject to Seller’s right to use such intellectual property solely to manufacture Products for Buyer under this Agreement.
7. NONDISCLOSURE OF CONFIDENTIAL INFORMATION:
All proprietary designs, drawings, and other information submitted by one party to the other party and identified as “confidential,” “proprietary,” or similar are the disclosing party’s confidential information. The recipient shall not use or disclose that confidential information except as needed to fulfill its obligations or exercise its rights under this Agreement. The foregoing restrictions shall not apply to: (a) information within the legitimate possession of the receiving party without an obligation of nondisclosure before receipt of the information from the disclosing party (or an affiliate of the disclosing party); (b) information that is, at the time of disclosure by the disclosing party, then in the public domain or thereafter comes into the public domain through no fault of the receiving party; (c) information that is obtained by the receiving party from a third party with legitimate possession thereof and the unrestricted right to make that disclosure; or (d) information ordered to be disclosed by a court of competent jurisdiction or other government agency with appropriate legal authority, provided the receiving party first notifies the disclosing party in writing as soon as reasonably possible and before disclosing any such information, and reasonably cooperates with the disclosing party if the disclosing party elects to contest the ordered disclosure or obtain confidential treatment of the information to be disclosed. The obligations of this Section 7 shall survive the termination or expiration of this Agreement for a period of three years, except with respect to trade secrets, for which they will survive for so long as such information constitutes a trade secret under applicable law.
8. COMPLIANCE WITH LAWS:
Buyer shall comply with all laws, regulations and ordinances applicable to its business and purchase and use of Products. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement, and purchase, use and install Products. Buyer shall comply with all export and import laws of all countries involved in the sale of the Products under this Agreement or any resale of the Products by Buyer. Buyer assumes all responsibility for shipments of Products requiring any government import clearance. Seller may terminate this Agreement and any outstanding Orders if any governmental authority imposes antidumping, tariff, or countervailing duties or any other penalties on the Products. Products may be imported from countries outside the United States. Buyer acknowledges that imported articles or their containers must be marked with the country of origin in accordance with 19 U.S.C. § 1304 and 19 C.F.R. Part 134. Buyer is solely responsible for ensuring compliance with all country-of-origin marking requirements in connection with any resale or distribution of Products.
Buyer acknowledges that certain Products may be subject to the California Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”) labeling requirements. Seller delivers all such Products in compliance with applicable Proposition 65 labeling requirements. Any re-boxing, re-labeling, or re-packaging of the Products from the original Seller packaging must comply with Proposition 65 requirements, and Buyer is solely responsible for ensuring such compliance. Seller disclaims any and all liability for Buyer’s or any third party’s failure to comply with Proposition 65 requirements following any re-boxing, re-labeling, or re-packaging of the Products. Buyer shall indemnify, defend, and hold harmless Seller and the Seller Indemnified Parties from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to Buyer’s or any third party’s failure to comply with Proposition 65 requirements in connection with any re-boxing, re-labeling, or re-packaging of the Products.
9. TERMINATION:
In addition to any remedies that may be provided under this Agreement, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and that failure continues for five days after Buyer’s receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any provision of this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Unless otherwise specified in the notice of termination, termination of this Agreement terminates all outstanding Orders and Sales Confirmations.
10. MISCELLANEOUS:
(a) Independent Contractors. The parties are independent contractors. Neither party has any power to bind the other or to create any obligation on behalf of the other.
(b) Promotional Matters. Seller may issue press releases and other marketing and promotional material describing the relationship created by this Agreement and the purchase of the Products by Buyer, including displaying the Products provided to Buyer as examples of the product offerings available from Seller. In connection with the production of the Products hereunder, Buyer hereby grants Seller the right to use Buyer’s name and trademarks in any advertising and publicity materials of Seller identifying Buyer as a customer of Seller.
(c) Governing Law; Dispute Resolution. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota without giving effect to any choice or conflict of laws provision or rule that would cause the application of the laws of any jurisdiction other than the State of Minnesota. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any sale or purchase of Products. Seller, in its sole discretion, may elect to bring an action against Buyer in: (i) the jurisdiction covering Buyer’s principal place of business or in any jurisdiction in which any assets of Buyer may be found; or (ii) any state court in Anoka County, Minnesota, or the United States District Court for the District of Minnesota. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(d) Force Majeure. Seller shall not be deemed to be in default or in breach of this Agreement, or otherwise liable to Buyer or any third party in any way, for any interruption, disruption, delay or failure in the performance of its obligations under this Agreement that results directly or indirectly from any cause or circumstance beyond its reasonable control, including, but not limited to, acts of God, war or warlike conditions, terrorism, riots, embargoes, acts of civil or military authority, fire, pandemics, epidemics, public health emergencies, flood, earthquakes, severe weather, accidents, strikes or labor shortages, sabotage, delays or failures of transportation equipment or facilities, port congestion, shipping container shortages, shortages of fuel, energy, raw materials, or components, supplier or subcontractor failures or delays, manufacturing equipment breakdowns, cyberattacks, utility failures, or governmental actions (including changes in law, regulations, or trade restrictions).
(e) Severability; Waiver. If any term or condition of this Agreement is held to be invalid or unenforceable, the remaining terms and conditions will remain in full force and effect and are enforceable to the maximum extent permitted by law. The failure of either party to enforce any provision of this Agreement is not a waiver of that provision or of the right to enforce it at a later time.
(f) Survival of Provisions. The following provisions survive the termination of this Agreement for any reason: Section 2(b), Section 4 (Pricing and Payment), Section 5 (Limited Warranty; Limitations of Liability), Section 6 (Indemnity), Section 7 (Nondisclosure of Confidential Information), Section 8 (Compliance with Laws), and Section 10 (Miscellaneous).
(g) Assignment. Buyer may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any other person or entity without Seller’s express prior written consent.
(h) Third Party Beneficiaries. This Agreement is not intended to benefit any third party or create any third party beneficiary rights; however, all Seller Indemnified Parties are intended third party beneficiaries of this Agreement.
(i) Typographical Errors. Typographical and clerical errors in the Sales Confirmation and in any other document issued by Seller are subject to correction by Seller without liability.
(j) Amendment. Seller reserves the right to amend or modify these Terms at any time by posting such amendment or modification on Seller’s website. Continued placement of Orders by Buyer following any such amendment or modification shall constitute Buyer’s acceptance of the amended or modified Terms.
(k) Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Sales Confirmation or to such other address as may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (with confirmation of transmission), or certified or registered mail (return receipt requested, postage prepaid). A Notice is effective only upon receipt by the receiving party.
(l) Part Number Cross-Reference. Seller’s part numbers and descriptions are available on Seller’s website or upon request. Buyer is responsible for cross-referencing its own part numbers with Seller’s part numbers and for providing accurate cross-referenced part numbers to Seller. If Seller provides cross-referencing services for Buyer’s part numbers, Buyer must review and approve all cross-referenced part numbers prior to use. Buyer is solely responsible for maintaining and confirming the accuracy of any Buyer-to-Seller cross-reference information. Seller shall have no liability for any errors in Products ordered resulting from inaccurate cross-referencing by Buyer.
Last Updated 08/2026