TERMS AND CONDITIONS OF SALE

1. General
1.1 These terms and conditions are deemed to be incorporated into all Goods and/or Supply Contracts unless otherwise agreed to in writing by Seller.
1.2 Buyer orders automatically incorporate these terms, regardless of any conflicting terms in Buyer’s communication, unless expressly agreed otherwise in writing by the Seller.
1.3 Seller’s quotations are non-binding. Orders are only valid upon written acceptance by the Seller or commencement of order fulfillment.
1.4 Seller reserves its right to accept all or any part of an order by Buyer or to refuse any such order.
2. Description
2.1 The description given of the Goods has been given by way of identification only.
3. Payment
3.1 Payment terms are COD or Prepay for goods and services unless credit terms are established. Credit terms are net 30 days unless otherwise noted.
3.2 Seller reserves the right to suspend or terminate orders if payment is overdue.
3.3 Seller may require advance payment or security for future deliveries.
3.4 Overdue amounts will incur daily interest at the prevailing rate until fully paid.
3.5 Any overdue amount may be referred to a collection agency or attorney, with all recovery costs borne by the Buyer.
3.6 In case of payment default, Seller may adjust Buyer’s credit terms or limit credit availability.
4. Delivery
4.1 Goods will be delivered per the order or Purchase Order agreement.
4.2 Delivery dates are estimates, and Seller is not liable for delays.
4.3 Orders may be delivered in installments, with each installment treated as a separate contract.
4.4 If Buyer requests storage of ready-for-delivery goods, such storage is at Buyer’s risk and expense.
4.5 Buyer must inspect and reject any Goods delivered for reasons of damage, defect or shortage within 2 days from the date of delivery. After 2 days, acceptance of the Goods is deemed to have occurred.
4.6 Buyer is responsible for ensuring safe delivery access and indemnifies Seller against damages resulting from unsuitable access.
4.7 Buyer must provide labor and equipment for loading/unloading unless otherwise agreed.
5. Risk
5.1 Risk in respect of Goods, shall pass to Buyer upon delivery.
6. Price
6.1 Prices are based on Seller’s rates at the time of delivery.
6.2 Buyer must pay all applicable taxes and fees unless prohibited by law.
6.3 Prices may be adjusted due to changes in production costs or shortfall in ordered quantities.
7. Force Majeure
7.1 Seller is not liable for failure to perform due to events beyond its control (e.g., natural disasters, labor strikes). Obligations, excluding payment, are excused during such events.
8. Technical Advice
8.1 Technical advice provided by Seller is used at Buyer’s risk, without warranty or liability.
9. Liability
9.1 All warranties, except as required by law, are excluded to the maximum extent.
9.2 Seller’s total liability is limited to the cost of replacement, repair, or reimbursement for Goods it manufactures. For Goods manufactured by third-party goods, warranties are the responsibility of the manufacturer.
9.3 Seller is not liable for indirect, incidental, or consequential damages.
10. Indemnity
10.1 Buyer indemnifies Seller against any claims, damages, or losses arising from the use, ownership, or resale of goods.
11. Licenses and Permits
11.1 Obtaining necessary licenses or permits is the Buyer’s responsibility.
12. Agents and Resellers
12.1 Agents and resellers indemnify Seller against claims arising from their failure to meet contractual obligations or unauthorized promises to customers.
13. Frustration
13.1 If Seller’s performance becomes impossible, Buyer is responsible for costs incurred up to the point of frustration.
14. Patents and Trade Marks
14.1 Seller makes no warranty regarding patent or trademark infringement. Seller reserves the right to manage related claims or defenses.
15. Property in Goods
15.1 Ownership of goods remains with Seller until full payment is received.
15.2 If goods are resold, proceeds belong to Seller and must be held in trust.
15.3 Goods must be stored as Seller’s property until paid in full.
16. Assignment
16.1 Buyer cannot transfer rights or obligations without Seller’s consent. Seller may assign or subcontract its obligations.
17. Waiver
17.1 Seller’s failure to enforce any provision does not waive its rights.
18. Termination
18.1 Seller may terminate orders if Buyer defaults on payment or violates these terms.
18.2 Buyer must pay Seller’s costs for recovery or repossession of goods.
19. Purchase Order Letter
19.1 A Purchase Order Letter is governed by the laws of North Carolina.
19.2 A Purchase Order Letter, together with these Terms and Conditions, constitute the entire agreement between the parties as to Goods.
20. Bribery and Corruption
20.1 Both parties must comply with U.S. anti-bribery
21. Compliance with Anti-Slavery and Human Trafficking Laws and Policies
21.1 Both parties must comply with U.S. anti-slavery and human trafficking laws.
22. Severability
22.1 If any provision is unenforceable, the remaining terms remain in effect.
23. Definitions
23.1 "Goods" means goods supplied by Seller to Buyer
23.2 "Seller" refers to Tri-Est and its related entities or successors.