Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms”) govern all quotations, sales, and deliveries of products (“Products”) by SRS Industries (“Seller”) to any purchaser (“Buyer”). Acceptance of any quotation, purchase order, or delivery of Products constitutes acceptance of these Terms.

1. Quotations and Order Acceptance

All quotations are valid for 30 days unless otherwise stated. Prices, specifications, and availability are subject to change without notice.

Orders are not binding until accepted in writing by Seller. Seller reserves the right to reject or modify any order.

2. Pricing

All prices are in U.S. Dollars unless otherwise specified and do not include taxes, duties, freight, insurance, or other applicable charges unless explicitly stated.

Seller reserves the right to correct clerical or typographical errors in pricing.

3. Minimum Order Value

Seller may enforce a minimum order value. Orders not meeting the minimum may be subject to rejection.

4. Payment Terms

Payment terms are as stated on the quotation or invoice.

• Standard terms: Net 30 days (subject to credit approval & on a case by case basis)
• Accepted methods: ACH, checks, & credit cards (processing fees may apply)
• Late payments may be subject to a service charge of 1.5% per month (or the maximum allowed by law)

Seller reserves the right to suspend or cancel orders for past-due accounts.

5. Shipping and Delivery

All shipments are FOB Origin (Shipping Point) unless otherwise agreed in writing.

• Buyer assumes all risk of loss or damage upon shipment
• Freight, duties, taxes, and brokerage fees are the responsibility of Buyer unless otherwise stated
• If Buyer provides a shipping account, freight will be billed directly to Buyer

Delivery dates are estimates only and are not guaranteed. Seller is not liable for delays.

6. Inspection and Acceptance

Buyer shall inspect Products upon receipt and notify Seller in writing of any defects or nonconformities within 10 days. Failure to notify Seller within this period constitutes acceptance.

7. Returns

Returns require prior written authorization from Seller (RMA).

• Returns are limited to defective Products only
• Unauthorized returns will not be accepted
• Seller reserves the right to inspect and determine validity of any claim

8. Warranty

Seller warrants that Products are free from defects in material and workmanship.

Seller’s sole obligation is to replace defective Products.
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

9. Limitation of Liability

Seller’s liability is strictly limited to the purchase price of the Products.

Under no circumstances shall Seller be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, downtime, or business interruption.

10. Use of Products

Buyer is responsible for determining the suitability of Products for their intended application. Seller is not responsible for improper installation, misuse, or application of Products.

11. Intellectual Property and Confidentiality

All designs, products, specifications, and technical information provided by Seller, including CAD drawings, remain the property of Seller.

Buyer shall not:

• Copy, reproduce, or modify Seller’s products or designs
• Use Seller’s products or technical data for manufacturing or reverse engineering
• Disclose technical information to third parties without written consent

12. Force Majeure

Seller shall not be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to supply chain disruptions, labor shortages, natural disasters, or transportation delays.

13. Governing Law

These Terms shall be governed by the laws of the State of Michigan, without regard to conflict of laws principles.

14. Dispute Resolution

Any disputes arising out of these Terms shall be resolved in the state or federal courts located in Chippewa County, Michigan, and Buyer consents to such jurisdiction.

15. Entire Agreement

These Terms constitute the entire agreement between Seller and Buyer and supersede all prior agreements, communications, or understandings.

No modification shall be binding unless agreed to in writing by Seller.