Terms & Conditions of Sale

1. General Terms and Applicability

These Terms and Conditions of Sale ("Terms") govern all sales of products and services ("Products") by the Generant Company, Inc. ("Seller") to the Buyer. These Terms supersede any prior oral or written agreements, representations, or understandings. Any additional or conflicting terms proposed by the Buyer are expressly rejected unless agreed to in writing by an authorized representative of the Seller. These Terms apply to all quotations, order confirmations, invoices, and deliveries. Acceptance of the Products by the Buyer constitutes acceptance of these Terms. Seller's acceptance of Buyer's Purchase Order is expressly made conditional on Buyer's acceptance of Seller's Terms and Conditions of Sale, which are in lieu of any additional or different terms contained in Buyer's Purchase Order or other documents. Seller's Terms and Conditions shall govern this transaction unless expressly agreed to in writing by Seller. Failure of Seller to object to any terms or conditions contained in Buyer's documents shall not be construed as a waiver of Seller's Terms and Conditions, nor as an acceptance of any such terms. No waiver or modification of these Terms shall be binding unless in writing and signed by both parties.

2. Quotations and Orders

Quotations issued by the Seller are valid for a period of thirty (30) days unless otherwise stated. All quotations are subject to change or withdrawal without notice. Orders are subject to acceptance by the Seller and are not binding until confirmed in writing. The Seller reserves the right to correct clerical or typographical errors in quotations, orders, or invoices. The Buyer shall be responsible for ensuring the accuracy of any order submitted and for providing any necessary information relating to the Products.

3. Prices and Payment Terms

Prices are quoted in U.S. dollars and are exclusive of taxes, duties, shipping, and handling charges unless otherwise stated. Prices are subject to change without notice. The Seller reserves the right to adjust prices in the event of changes in raw material costs, labor, or other production costs. Payment terms are net thirty (30) days from the date of invoice unless otherwise agreed in writing. Late payments may be subject to a service charge of 1.5% per month or the maximum rate permitted by law, whichever is less. The Buyer shall be responsible for all costs of collection, including reasonable attorney's fees.

4. Taxes and Duties

All applicable federal, state, and local taxes, duties, and other governmental charges are the responsibility of the Buyer. If the Seller is required to pay any such charges, the Buyer shall reimburse the Seller upon demand within thirty (30) days of invoice.

5. Sales Literature Disclaimer

Any sales literature, brochures, illustrations, drawings, and samples provided by the Seller are for general informational purposes only. Such materials do not constitute binding representations or warranties and may be modified or withdrawn by the Seller at any time without notice. The Buyer acknowledges that reliance on such materials is at their own risk unless explicitly incorporated into the contract.

6. Delivery and Risk of Loss

Delivery dates are estimates only and are not guaranteed. The Seller shall not be liable for any delay in delivery or failure to deliver due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes, shortages, transportation delays, power outages, or governmental actions. Unless otherwise agreed, delivery shall be FOB Riverdale, New Jersey. Risk of loss or damage passes to the Buyer upon delivery to the carrier. The Buyer shall inspect the Products upon receipt and notify the Seller in writing of any damage or shortage within five (5) days.

7. Force Majeure

The Seller shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, embargoes, strikes, labor disputes, fires, floods, accidents, power outages, plant shutdowns, or shortages of materials or transportation. This exemption also applies if the Seller is unable to procure necessary labor or materials from its usual sources under commercially reasonable terms. In the event of limited availability of Products, the Seller reserves the right to allocate its inventory among its customers, affiliates, and internal needs in a manner it deems equitable. Upon occurrence of any such event that will impact on time delivery of the Product, the Seller shall promptly notify the Buyer in writing. The timeline for performance shall be extended by a duration equal to the delay caused by the force majeure event, or as otherwise determined appropriate by the Seller.

8. Changes and Cancellations

Orders may not be changed or canceled without the Seller's prior written consent. If the Seller consents to a change or cancellation, the Buyer shall be liable for all costs incurred by the Seller, including but not limited to materials, labor, and overhead. Custom or special-order Products are non-cancelable and non-returnable. Unless a written agreement exists between the Buyer and Seller regarding design change control, the Seller reserves the right to make changes in the design or specifications of the Products without notice, provided such changes do not materially affect performance.

9. Returns

No Products may be returned without the Seller's prior written authorization. Authorized returns must be shipped prepaid and are subject to a restocking fee. Returned Products must be in new, unused condition and in original packaging. The Seller reserves the right to inspect returned Products and to reject any return that does not comply with these Terms. Credit for returned Products will be issued at the Seller's discretion.

10. Limited Warranty

The Seller warrants that the Products will be free from defects in material and workmanship under normal use and service for a period of five (5) years from the date of shipment. This warranty does not apply to Products that have been subject to misuse, neglect, accident, modification, or improper installation or maintenance. Generant shall not be responsible, without limitation, for any incidental, indirect, contingent or consequential damages. In the event of the discovery of any defect within the warranty period, Generant's liability is limited solely to the value of the product sold or its obligation to repair or replace the defective product. The Buyer must notify the Seller in writing of any defect within the warranty period and return the defective Product to the Seller, freight prepaid.

11. Disclaimer of Warranties

Except as expressly provided in Section 10, the Seller makes no warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose. The Seller disclaims all other warranties to the maximum extent permitted by law. The Buyer acknowledges that it is not relying on the Seller's expertise or judgment to determine the suitability of the Products for any specific application. Nor is the Buyer relying on any statements or assurances from the Seller that go beyond the published specifications or those explicitly agreed upon in writing by both parties. Prior to use, the Buyer is responsible for evaluating whether the Products are appropriate for their intended purpose and operational conditions, and assumes all associated risks and liabilities. Accordingly, unless otherwise expressly stated in these Terms, the Buyer accepts all Products on an "as-is" basis, with all faults. The Seller's liability is limited solely to the value of the product sold or its obligation to repair or replace the defective product as outlined in the limited warranty. The Seller shall not be held responsible for any defects, delays, or delivery failures from suppliers designated by the Buyer for components or raw materials.

12. Limitation of Liability

In no event shall the Seller be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, or data, arising out of or in connection with the sale or use of the Products. The Seller's total liability shall not exceed the purchase price paid by the Buyer for the Products giving rise to the claim.

13. Indemnification

The Buyer agrees to indemnify, defend, and hold harmless the Seller from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in connection with the Buyer's use, resale, or distribution of the Products.

14. Intellectual Property

All intellectual property rights in the Products, including but not limited to patents, trademarks, copyrights, and trade secrets, are and shall remain the exclusive property of the Seller. The Buyer shall not reproduce, reverse engineer, or otherwise use the Seller's intellectual property without prior written consent.

15. Intellectual Property Licensing

The sale of Products by the Seller does not convey any license, express or implied, under any intellectual property rights owned or controlled by the Seller, unless expressly stated in writing. The Buyer shall not use, reproduce, or distribute any intellectual property of the Seller without prior written authorization. All rights not expressly granted are reserved by the Seller.

16. Confidentiality

The Buyer shall treat all non-public information received from the Seller as confidential and shall not disclose such information to any third party without the Seller's prior written consent. This obligation shall survive the termination of any agreement between the parties.

17. Compliance with Laws

The Buyer shall comply with all applicable laws, regulations, and ordinances, including but not limited to export control laws and anti-corruption laws. The Buyer shall not export or re-export any Products in violation of U.S. export laws or other applicable regulations.

18. Conditional Acceptance of Orders

Acceptance of any Buyer order is expressly conditioned upon the Buyer's assent to these Terms and Conditions of Sale. Any terms or conditions proposed by the Buyer that conflict with or deviate from these Terms are hereby rejected, unless expressly agreed to in writing by the Seller. Commencement of performance or shipment shall not be construed as acceptance of any such conflicting terms.

19. Tooling and Equipment

Unless otherwise agreed to in writing, all tooling, dies, molds, and other equipment used in the manufacture of the Products shall remain the property of the Seller, even if the Buyer pays for part or all of the cost.

20. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in New Jersey.

21. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

22. Entire Agreement

These Terms constitute the entire agreement between the parties with respect to the sale of the Products and supersede all prior or contemporaneous agreements, understandings, and representations. No amendment or modification of these Terms shall be binding unless in writing and signed by both parties.