Terms and Conditions

1. Definitions

(a) “Agreement” means the applicable Proposal, these Terms, any written change order issued or accepted by Seller, and any other document expressly incorporated by reference in accordance with Section 2.

(b) “Goods” means all equipment, machinery, components, parts, materials, software, documentation, and other goods identified in a Proposal.

(c) “Manufacturer” means any third party that manufactures, supplies, licenses, or provides any Goods or third-party services included in a Proposal.

(d) “Project Documents” means any plans, specifications, drawings, schedules, scopes of work, performance criteria, owner requirements, contracts, subcontracts, codes, standards, or other obligations applicable to Purchaser or Purchaser’s project.

(e) “Proposal” means Seller’s quotation, proposal, estimate, order acknowledgment, or other written offer identifying the Goods or Services to be supplied.

(f) “Services” means field service, installation supervision, startup, adjustment, testing assistance, training, technical assistance, consulting, and any other services identified in a Proposal.

2. Scope; Commercial Use; Formation of Agreement

(a) These Terms apply solely to purchases for business, commercial, industrial, or agricultural purposes. Purchaser represents that it is not acquiring the Goods or Services for personal, family, or household use.

(b) Seller’s offer and any acceptance of Purchaser’s order are expressly conditioned upon Purchaser’s assent to these Terms. Purchaser accepts the Agreement by any of the following: signing or electronically accepting a Proposal; issuing a purchase order or other direction to proceed; paying a deposit or invoice; directing Seller to begin engineering, procurement, manufacture, shipment, or Services; accepting delivery; or otherwise accepting the benefit of the Goods or Services.

(c) Any additional or different term contained in Purchaser’s purchase order, portal, acknowledgment, specification, or other communication is rejected and shall not become part of the Agreement unless expressly accepted in a writing signed by an authorized officer of Seller. Seller’s receipt, acknowledgment, or processing of Purchaser’s forms is for administrative convenience only and does not constitute assent to Purchaser’s terms.

(d) By accepting the Agreement, Purchaser represents that it is solvent, has the ability to pay its obligations as they become due, and has full authority to enter into the Agreement.

3. Proposals; Acceptance Period; Order of Precedence; Errors

(a) Unless a Proposal states otherwise, the Proposal expires thirty (30) days after its date and may be withdrawn or revised by Seller at any time before acceptance.

(b) In the event of a conflict, the following order of precedence applies: (i) a written amendment signed by an authorized officer of Seller; (ii) the specific commercial terms stated on the face of the applicable Proposal; (iii) any applicable written credit or security agreement, but only as to credit, payment, and collateral matters; (iv) these Terms; and (v) Manufacturer terms incorporated under Section 15. Purchaser’s terms shall not control under any circumstance unless accepted as provided in Section 2(c).

(c) Seller may correct any obvious typographical, clerical, computational, transposition, or similar error in a Proposal or invoice. If a correction made after acceptance materially increases the price, Purchaser may reject the correction by written notice received within three (3) business days after notice of the correction, in which event Seller may cancel the affected portion of the Agreement without liability.

4. Prices; Taxes; Additional Charges

(a) Prices are stated in United States dollars and, unless expressly stated otherwise in the Proposal, exclude freight, delivery, rigging, unloading, storage, installation, foundations, utilities, field wiring, permits, inspections, duties, tariffs, customs charges, insurance, testing, and all sales, use, excise, value-added, property, or other governmental taxes or charges.

(b) Purchaser shall pay all taxes and governmental charges arising from the production, sale, use, shipment, installation, or ownership of the Goods or performance of the Services, excluding taxes imposed on Seller’s net income. Purchaser shall provide any valid exemption certificate before invoicing; otherwise, Seller may collect and remit the applicable tax.

(c) Any cost or charge imposed after the date of the Proposal because of a change in law, tariff, governmental action, Purchaser-requested change, site condition, or requirement not expressly included in the Proposal shall be charged to Purchaser through a change order or supplemental invoice.

5. Payment; Credit; Suspension; Default

(a) Unless the Proposal states otherwise, all invoices are due and payable in full within thirty (30) days after the invoice date. If shipment or performance is delayed at Purchaser’s request or because Purchaser is not ready to receive the Goods or Services, Seller may invoice as of the date the Goods are ready for shipment or the Services are scheduled to begin.

(b) Purchaser shall pay all amounts without setoff, deduction, recoupment, back charge, retainage, or withholding of any kind, unless Seller has expressly approved the amount in a writing signed by an authorized representative. A dispute regarding one invoice does not excuse payment of any undisputed amount or any other invoice.

(c) Past-due amounts shall accrue interest from the due date at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Any judgment shall bear interest as provided by applicable law. Purchaser shall reimburse Seller for reasonable collection costs, court costs, and attorneys’ fees incurred in collecting past-due amounts or enforcing Seller’s payment rights.

(d) If Seller reasonably determines that Purchaser’s financial condition or performance creates insecurity, Seller may require advance payment, a deposit, a letter of credit, a personal or corporate guaranty, or other adequate assurance before commencing or continuing performance. Seller may suspend manufacture, shipment, delivery, or Services until adequate assurance and all due amounts are received, and the schedule shall be extended accordingly.

(e) Purchaser is in default if Purchaser fails to pay any amount when due, breaches the Agreement, fails to provide adequate assurance, becomes insolvent, makes an assignment for the benefit of creditors, files or becomes subject to a bankruptcy or receivership proceeding, or ceases or threatens to cease business. Upon default, Seller may exercise any cumulative remedy available under the Agreement, the Uniform Commercial Code as enacted in Missouri, or other applicable law.

6. Security Interest; Financing Statements; Stop-Delivery Rights

(a) To secure all amounts due with respect to each item of Goods, Purchaser grants Seller a continuing purchase-money security interest in the Goods and all identifiable proceeds, accessions, replacements, and insurance proceeds relating to those Goods until Seller has received payment in full.

(b) Purchaser authorizes Seller to file one or more financing statements and amendments describing the collateral and shall execute any additional document reasonably requested by Seller to evidence, perfect, continue, or enforce Seller’s security interest. Any retention or reservation of title by Seller is limited in effect to a reservation of a security interest.

(c) To the extent permitted by law and any applicable project agreement, Purchaser assigns to Seller, as additional collateral and only up to the unpaid amount owing for the applicable Goods, Purchaser’s right to payment arising from Purchaser’s resale or incorporation of those unpaid Goods into a project.

(d) Upon Purchaser’s default or insolvency, Seller may withhold shipment, stop delivery in transit, recover Goods from a carrier, repossess Goods without breach of the peace, and exercise any other rights of a secured party. Purchaser shall remain liable for any deficiency and all reasonable enforcement costs.

7. Delivery; Shipment; Risk of Loss

(a) All shipping, delivery, and performance dates are estimates only, are not guaranteed, and are contingent upon Seller’s prompt receipt of complete information, approvals, and payments from Purchaser. Time is not of the essence unless an authorized officer of Seller expressly agrees otherwise in writing.

(b) Unless the Proposal states otherwise, delivery is F.O.B. Seller’s or the Manufacturer’s shipping point, as applicable. Delivery of the Goods to a common carrier, licensed trucker, Purchaser’s carrier, or Purchaser’s driver constitutes delivery to Purchaser, and risk of loss or damage passes to Purchaser at that time, regardless of who pays freight or whether shipment is made under reservation.

(c) Seller may make partial shipments and invoice each shipment separately. Purchaser shall maintain adequate transit and property insurance covering the Goods from the time risk of loss passes to Purchaser.

(d) If Purchaser fails or refuses to take delivery when the Goods are ready, Seller may store the Goods at Purchaser’s risk and expense, invoice Purchaser in full, and treat the Goods as delivered. Storage, handling, demurrage, redelivery, and related costs shall be paid by Purchaser.

8. Force Majeure

Seller shall not be liable for any delay, failure, increased cost, or inability to perform caused by circumstances beyond Seller’s reasonable control, including acts of God; fire; flood; severe weather; epidemic or pandemic; war; terrorism; civil unrest; governmental action; embargo; sanction; tariff; cyberattack; utility interruption; transportation delay; carrier shortage; labor dispute; material, component, or labor shortage; equipment failure; Manufacturer delay or error; or Purchaser’s act or omission. Seller’s time for performance shall be extended for the duration of the event and a reasonable recovery period. Seller may allocate available inventory, labor, and production among customers in a commercially reasonable manner. If the event continues for more than one hundred twenty (120) days, Seller may cancel the unperformed portion of the Agreement without liability, provided Purchaser remains responsible for completed work, specially manufactured Goods, and noncancelable commitments.

9. Inspection; Acceptance; Claims; Returns

(a) Purchaser shall inspect the Goods promptly upon delivery and the Services promptly upon completion. Claims for visible shipping damage, shortage, or patent nonconformity must be delivered to Seller in writing within five (5) business days after delivery. Claims relating to Services must be delivered within ten (10) business days after completion. A claim concerning a latent condition must be delivered within five (5) business days after discovery and, in all events, within any applicable Manufacturer warranty period.

(b) Each notice of claim must identify the Proposal and invoice, describe the alleged condition in reasonable detail, and include photographs, serial numbers, shipping documents, and other supporting information reasonably requested by Seller. Purchaser shall preserve the Goods and permit Seller or the Manufacturer a reasonable opportunity to inspect and test them.

(c) Failure to provide timely notice constitutes acceptance and, to the fullest extent permitted by law, waives the applicable claim and any right to reject or revoke acceptance. Purchaser must separately preserve and pursue any claim against the carrier for transit loss or damage; Seller may assist as a courtesy but assumes no carrier liability.

(d) No Goods may be returned without Seller’s prior written return authorization. Authorized returns are subject to inspection, freight charges, Manufacturer restrictions, and reasonable restocking or refurbishment charges. Special-order, custom, used, installed, altered, or nonreturnable Goods may not be returned.

10. Changes

No change to the quantity, specifications, scope, schedule, delivery location, or other requirement is binding unless stated in a written change order issued or accepted by Seller. Seller may condition any change on an adjustment to price, payment terms, and schedule. Purchaser is responsible for costs arising from a requested change, including work performed, reengineering, restocking, cancellation fees, expedited freight, and Manufacturer charges. Seller is not obligated to begin changed work before the change order is accepted and any required payment is received.

11. Cancellation

(a) After acceptance, Purchaser may not cancel an Agreement or any portion of it without Seller’s prior written consent. Seller may condition consent on Purchaser’s payment of all reasonable cancellation charges, including the price of completed work; engineering and administrative costs; noncancelable Manufacturer commitments; freight; storage; restocking and return charges; demobilization costs; and a reasonable allowance for overhead and profit attributable to work performed and commitments made. Cancellation charges are intended to compensate Seller for actual and anticipated loss and not to impose a penalty, and shall not exceed the unpaid contract price for the canceled portion.

(b) Specially manufactured, configured, modified, or nonreturnable Goods are noncancelable once Seller or the Manufacturer has begun engineering, procurement, manufacture, or modification. Purchaser shall pay all cancellation charges within ten (10) days after invoice.

(c) Seller may cancel or terminate the Agreement upon Purchaser’s default, without limiting Seller’s right to payment, damages, repossession, or any other remedy.

12. Field Service; Startup; Technical Assistance

(a) Field Service may be provided by Seller, a Manufacturer, or another qualified third party. Unless specifically included in the Proposal, Field Service is billed at Seller’s then-current time-and-material rates, plus portal-to-portal travel time, airfare or mileage, lodging, meals, per diem, shipping, tools, and other reasonable expenses. Overtime, weekend, holiday, and emergency work may be billed at premium rates.

(b) Field Service is advisory and is performed on a commercially reasonable, best-efforts basis. Seller does not guarantee any particular production rate, output, startup date, regulatory approval, or other result unless the Proposal expressly states a specific written performance guarantee and its conditions.

(c) If personnel are delayed, idled, or required to return because the site is not ready, access is unavailable, required utilities or equipment are missing, work by others is incomplete, or conditions are unsafe, Purchaser shall pay all resulting standby, travel, demobilization, and remobilization charges.

13. Purchaser’s Site, Installation, and Safety Responsibilities

(a) Unless expressly included in the Proposal, Purchaser is solely responsible for unloading, rigging, foundations, structural support, installation, alignment, guarding, utilities, field wiring, piping, ventilation, drainage, integration, commissioning, operator training, maintenance, and all labor, tools, equipment, and materials required at the site.

(b) Purchaser controls the site and is solely responsible for site safety, security, permits, lockout/tagout, confined-space procedures, fall protection, hazardous materials, sanitation, and compliance by Purchaser and its contractors with applicable safety requirements. Seller’s personnel do not control Purchaser’s means, methods, sequencing, or supervision of construction or installation work.

(c) Seller may stop or refuse work if conditions are unsafe or not ready. Such action does not constitute breach, and Purchaser shall pay all resulting costs and schedule impacts.

14. Electrical Equipment and Utilities

The Goods include only the electrical components and ratings expressly identified in the Proposal. Unless expressly included, Purchaser is responsible for confirming available voltage, phase, frequency, utility capacity, disconnects, transformers, panels, conduit, field wiring, grounding, controls integration, network connectivity, and compliance with local electrical and utility requirements. Any change required by a utility, insurer, authority having jurisdiction, or site condition is an extra charge unless the Proposal expressly states that the Goods were quoted to comply with that specific requirement.

15. Manufacturer and Third-Party Goods, Software, and Services

(a) Seller is a reseller or intermediary with respect to Goods and services furnished by a Manufacturer. No Manufacturer or third-party provider is Seller’s agent, employee, partner, or joint venturer. Seller is not responsible for a Manufacturer’s design, manufacture, delay, error, omission, recall, warranty administration, cybersecurity, software update, or performance, except to the extent Seller expressly assumes a specific obligation in the Proposal.

(b) Manufacturer lead times, cancellation restrictions, return policies, license terms, warranty procedures, and other terms applicable to third-party Goods or services are incorporated to the extent referenced in the Proposal or provided to Purchaser and are in addition to these Terms. If a Manufacturer term conflicts with the Agreement, the Agreement controls as between Seller and Purchaser.

(c) Any embedded or separately supplied software, cloud service, remote-access feature, data service, or digital content is subject to the applicable third-party license and privacy terms. Seller does not warrant uninterrupted operation, compatibility with Purchaser’s systems, availability of updates, data preservation, or freedom from malicious code or other harmful components.

16. Limited Warranty and Exclusive Remedies

(a) Seller warrants that, at the time title passes, Seller has the right to sell the Goods and will convey good title, subject to Seller’s security interest and any lien or encumbrance disclosed in the Proposal.

(b) For Goods manufactured or supplied by a third party, Seller provides no independent product warranty. Seller will make available to Purchaser any Manufacturer warranty that is transferable to Purchaser and, at Purchaser’s reasonable request, will provide commercially reasonable assistance in submitting a warranty claim. Seller does not guarantee that the Manufacturer will accept or pay any claim.

(c) Seller warrants only that Services performed directly by Seller will be performed in a commercially reasonable and workmanlike manner consistent with generally accepted industry practice. Purchaser must provide written notice of an alleged breach within ten (10) business days after completion of the affected Services. Seller’s sole obligation, and Purchaser’s exclusive remedy, is, at Seller’s option, to reperform the materially nonconforming Services or refund the fees actually paid to Seller for those Services.

(d) No warranty applies to a condition caused by improper storage, handling, installation, integration, operation, maintenance, repair, alteration, accident, abuse, misuse, unsuitable utilities, unauthorized parts or software, normal wear, corrosion, site conditions, failure to follow instructions, or work performed by anyone other than Seller.

17. Disclaimer of Warranties

18. Limitation of Liability

For a claim involving third-party Goods or services, Seller’s liability shall not exceed the amount, if any, actually recovered by Seller from the applicable Manufacturer or provider and passed through to Purchaser, subject in all events to the foregoing aggregate cap. The parties acknowledge that the prices reflect this allocation of commercial risk and that Seller would not enter into the Agreement without these limitations.

19. Contractual Limitation Period

To the fullest extent permitted by law, any action, suit, or proceeding by Purchaser arising out of or relating to the Agreement, the Goods, or the Services must be commenced within one (1) year after the cause of action accrues. Any claim not commenced within that period is permanently barred. This Section does not shorten any period that applicable law prohibits the parties from shortening.

20. Indemnification

(a) To the fullest extent permitted by law, Purchaser shall defend, indemnify, and hold harmless Seller and its affiliates, and their respective officers, directors, members, managers, employees, and agents, from and against third-party claims, damages, losses, liabilities, fines, penalties, judgments, costs, and reasonable attorneys’ fees to the extent arising out of or caused by: (i) Purchaser’s or its contractor’s negligence, willful misconduct, or violation of law; (ii) unsafe or defective site conditions under Purchaser’s control; (iii) unloading, rigging, installation, integration, operation, maintenance, alteration, or misuse of the Goods by anyone other than Seller; (iv) Purchaser’s breach of the Agreement; or (v) specifications, drawings, instructions, or materials furnished by Purchaser that infringe a third party’s rights.

(b) Purchaser shall not be required to indemnify an indemnified party for that party’s own negligence, gross negligence, willful misconduct, or wrongdoing, except to the limited extent expressly permitted by applicable law. If a Proposal expressly requires Purchaser to obtain specified insurance covering an indemnity obligation and Purchaser had the opportunity to include the cost of that insurance in its price, the indemnity may extend only to the coverage and limits of that insurance to the extent permitted by section 434.100 of the Revised Statutes of Missouri.

(c) Seller shall provide reasonably prompt notice of a covered claim and reasonable cooperation at Purchaser’s expense. Purchaser may control the defense with counsel reasonably acceptable to Seller, but may not settle a claim in a manner that admits fault by, imposes nonmonetary obligations on, or fails to fully release an indemnified party without that party’s prior written consent.

21. Approvals; Permits; Regulatory Compliance

(a) Purchaser is solely responsible for obtaining and maintaining all approvals, permits, licenses, inspections, and clearances required by Purchaser’s insurer, lender, owner, landlord, the FDA, USDA, OSHA, environmental authorities, utilities, and all building, fire, health, electrical, industrial safety, sanitation, pollution-control, and other authorities having jurisdiction, unless the Proposal expressly assigns a specific item to Seller.

(b) Each party shall comply with laws generally applicable to its own performance. Seller does not warrant that the Goods or Services comply with any site-specific, industry-specific, owner-specific, foreign, state, or local requirement unless that requirement is expressly identified in the Proposal and Seller expressly agrees in writing to provide such compliance.

(c) Purchaser is responsible for the lawful import, export, transfer, operation, and end use of the Goods and shall not use or transfer them in violation of applicable export-control, sanctions, safety, or environmental laws.

22. Project Documents; Specifications; Performance; No Design Responsibility

(a) Seller is responsible only for the specifications, capacities, features, and performance criteria expressly stated in the Proposal. Seller has no obligation to review or ensure compliance with Project Documents not expressly identified and incorporated into the Proposal.

(b) Purchaser acknowledges that, before acceptance, it has reviewed or will review the specifications, dimensions, capacities, utilities, operating characteristics, and intended application of the Goods and will determine that the Goods and Services are suitable for Purchaser’s project and obligations. Purchaser may not rely on Seller to identify conflicts between the Proposal and Purchaser’s Project Documents.

(c) Seller may rely on information supplied by Purchaser without independent verification. Unless the Proposal expressly states that Seller is providing licensed professional design services, Seller’s recommendations, layouts, drawings, or technical assistance are for equipment-selection and coordination purposes only and do not constitute architectural, engineering, construction-management, or other professional design services.

(d) Any inspection, permit, testing, redesign, modification, or additional work required because of an undisclosed Project Document, inaccurate Purchaser information, site condition, or authority requirement shall be performed only by change order and at Purchaser’s expense.

23. Drawings; Documentation; Intellectual Property

(a) All drawings, calculations, software, manuals, specifications, proposals, pricing, processes, know-how, and other materials supplied or developed by Seller or a Manufacturer remain the intellectual property of their respective owner. Except for the limited right to use documentation to install, operate, and maintain the purchased Goods, no intellectual-property right or license is transferred to Purchaser unless expressly stated in writing.

(b) Purchaser shall not remove proprietary notices or disclose, reproduce, reverse engineer, or use Seller’s or a Manufacturer’s proprietary materials to manufacture, source, or procure substitute products, except as permitted by applicable law or a written license.

(c) Purchaser retains ownership of its preexisting Project Documents, but grants Seller and its Manufacturers a nonexclusive license to use them as reasonably necessary to perform the Agreement. Purchaser warrants that it has the right to provide those materials and shall indemnify Seller as provided in Section 20 for infringement claims arising from them.

24. Governing Law; Jurisdiction; Exclusive Venue

The Agreement and every dispute arising out of or relating to the Agreement, the parties’ dealings, the Goods, or the Services—including contract, tort, statutory, and equitable claims—shall be governed by the laws of the State of Missouri, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party irrevocably submits to the exclusive personal jurisdiction of: (a) the state courts located in the Missouri county in which Seller’s principal place of business is located; and (b) the United States District Court having jurisdiction over that county. Each party waives any objection based on venue, forum non conveniens, or lack of personal jurisdiction.

25. Mutual Waiver of Trial by Jury

26. Attorneys’ Fees and Enforcement Costs

In addition to Seller’s collection rights under Section 5, the substantially prevailing party in any action or proceeding arising out of or relating to the Agreement is entitled to recover its reasonable attorneys’ fees, expert fees, court costs, and enforcement expenses, including fees and costs incurred on appeal and in enforcing a judgment, to the extent permitted by applicable law.

27. General Provisions

(a) Assignment. Purchaser may not assign, delegate, or transfer the Agreement or any right or obligation under it without Seller’s prior written consent. Any attempted assignment in violation of this Section is void. Seller may assign the Agreement to an affiliate, successor, Manufacturer, or financing source without Purchaser’s consent.

(b) Notices. A notice under the Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified United States mail, or email with confirmation of transmission to the address stated in the Proposal or to a later address designated by notice. Notices are effective upon receipt, except email notices received after 5:00 p.m. at the recipient’s location are deemed received on the next business day.

(c) Entire Agreement; Amendment. The Agreement is the complete and exclusive statement of the parties’ agreement concerning its subject matter and supersedes prior or contemporaneous oral and written communications. No amendment, waiver, or modification is binding on Seller unless in writing and signed by an authorized officer of Seller.

(d) No Waiver. Seller’s failure or delay in exercising a right does not waive that right. A waiver on one occasion is not a waiver on any later occasion. Acceptance of a late or partial payment does not waive Seller’s rights as to any default or remaining balance.

(e) Severability and Reformation. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and, if necessary, reformed to most closely accomplish its lawful commercial purpose. The remaining provisions remain in full force and effect.

(f) No Third-Party Beneficiaries. Except for persons expressly entitled to indemnification under Section 20, the Agreement benefits only Seller and Purchaser and creates no right in any third party.

(g) Independent Contractors. The parties are independent contractors. Nothing creates an agency, partnership, franchise, fiduciary, employment, or joint-venture relationship.

(h) Survival. Payment obligations, security interests, warranty disclaimers, limitations of liability, indemnities, intellectual-property provisions, dispute provisions, and any term that by its nature should survive shall survive delivery, completion, cancellation, termination, and expiration.

(i) Electronic Signatures; Counterparts. The Agreement and any change order may be executed in counterparts and by electronic signature or electronic acceptance, each of which is deemed an original and all of which together constitute one instrument.

(j) Headings; Construction. Headings are for convenience only and do not limit interpretation. “Including” means “including without limitation.” The singular includes the plural and vice versa as the context requires.

Purchaser Acknowledgment

Purchaser acknowledges that it has read, understands, and agrees to these Terms, including the conspicuous warranty disclaimer, limitation of liability, contractual limitation period, Missouri forum provision, and mutual jury-trial waiver.