TERMS AND CONDITIONS OF SALE

Revised October 2024

THESE TERMS GOVERN ALL CONTRACTS TO THE EXCLUSION OF ANY OTHER PROVISIONS. SELLER’S QUOTE/PROPOSALS (AND ESTIMATES THEREIN) ARE NOT OFFERS CAPABLE OF ACCEPTANCE BY PURCHASER, AND ANY ORDER PLACED BY YOU CONSTITUTES AN OFFER THAT CAN ONLY BE ACCEPTED BY SELLER’S CONFIRMATION.

DEFINITIONS

“Confirmation” means a written confirmation by Seller stating that Seller has accepted Purchaser’s Order; upon Purchaser’s receipt of Seller’s Confirmation, a Contract is created (which can be accomplished by Seller on Seller’s Site). “Contract” means the Quote/Proposal and these Terms created by Seller’s issuance of a Confirmation. “Goods” means the equipment, products, articles, supplies or other property sold by Seller to Purchaser under a Contract. “Invoice” means a written invoice issued by Seller to Purchaser requiring Purchaser to pay the prices for the Goods stated in the Contract. “Order” means a document issued by Purchaser to Seller which states, or Purchaser indicating on Seller’s Site, that Purchaser offers to agree to the Quote/Proposal and the Terms; other than the fact that the Order indicates Purchaser’s offer to agree, no other Order requirements shall be a part of the Contract unless Seller expressly agrees to such requirements via a Confirmation. “Purchaser” means the person or entity purchasing or receiving Goods from Seller. “Quote/Proposal” means a written quotation or a written proposal issued by Seller that describes Goods, associated pricing and any other provisions specified by Seller, including as stated on Seller’s Site. “Seller” means DW-National Standard-Stillwater, LLC. “Site” means Seller’s website or other digital application describing Goods for sale. “Terms” means these “Terms and Conditions of Sale – National Standard”.

CONTRACTING

Quote/Proposals. Seller’s Quote/Proposals are not offers or acceptances and are subject to change or withdrawal without notice before Seller issues a Confirmation. However, if Seller’s Quote/Proposal is deemed by a court of competent jurisdiction or arbitrator to constitute an offer or acceptance, it may be enforced as a Contract only per the express provisions set forth in the Quote/Proposal including these Terms. If Purchaser takes delivery of any part of the Goods covered hereunder, such act shall be deemed to constitute an Order by Purchaser. Any changes to a Quote/Proposal or these Terms proposed by Purchaser, and/or any attempt by Purchaser to depart from the forgoing, is deemed material and is rejected, unless expressly agreed to by Seller in a Confirmation.

Goods Price Changes. For Quote/Proposals, Seller’s prices for Goods are subject to change without advance notice at any time prior to Confirmation. For Contracts, Seller reserves the right to adjust the Goods prices to take account of any material variation in Seller’s raw materials acquisition costs to manufacture the Goods after the date of Confirmation, and to adjust the Invoice accordingly.

Taxes and Government Action Pricing Changes. All Goods prices in a Contract are subject to increase by the amount of (a) any sales, excise or other tax or duty levied or charged by any governmental agency, and (b) any costs incurred by Seller due to Seller’s legally required compliance with any legal government action.

Substitutions. Unless otherwise stated elsewhere in a Contract, Seller reserves the right to change or modify the design, specifications and/or construction of any Good to substitute a Good (or Good component) equal to or superior to the Good as originally specified, without notice to the Purchaser.

CANCELLATION

Purchaser cannot cancel Contracts under any circumstances without Purchaser first reaching an arrangement in writing with Seller covering Seller’s damages. Such arrangement may be made via Seller’s Site in Seller’s sole but reasonable discretion. Unless a cancellation schedule is agreed in the Contract, cancellation charges for Goods shall be an amount sufficient to reimburse Seller for all expenses incurred, including, but not limited to, costs of purchased materials, labor costs, engineering costs, third-party service costs, and a reasonable mark-up to cover overhead and profit. Cancellation charges for standard Goods shall be limited to a twenty-five percent (25%) restocking fee. Purchaser will be responsible for any return freight and insurance.

DRAWINGS, DESIGNS AND CONFIDENTIALITY

All of Seller’s specifications, designs, drawings and indications of physical,  chemical and electronic properties (the “Specifications”) are made in good  faith and are approximate indications only and are not binding in detail unless  explicitly agreed in the Contract or Seller has agreed in writing to a particular  Specification upon which Purchaser has indicated it is relying; Seller shall be  entitled to vary the same and/or to correct errors and omissions provided the Goods remain in substantial conformity with the contractual requirements. Seller may or may not share Specifications via Seller’s Site in Seller’s discretion.

Intellectual Property Ownership in Goods. The Specifications and all other designs, drawings, know-how, technologies, proprietary information and other intellectual property concerning Seller’s Goods or services (including all patents, copyright, design right, know how, trade secret and other intellectual property in them) are and shall remain, as between the parties, the sole property of Seller. Purchaser is not entitled, licensed or authorized to make any use of the Specifications or other intellectual property of Seller other than for the use of the Goods as contemplated by this Agreement.  Any inventions, modifications, improvements, techniques, know-how or intellectual property rights affecting Seller’s products or services made or gained in the course of performing under a Contract shall belong to Seller.

PAYMENT AND CREDIT

Unless specifically agreed otherwise in a Contract:

Site Purchases Payment Terms. Purchaser shall fully and immediately pay all amounts due for Goods via purchases on Seller’s Site via the payment methods offered by Seller.

Non-Site Purchases: Payment Terms. Purchaser shall pay to Seller all amounts due under a Contract within thirty (30) days from date of invoice.  Delinquent accounts shall bear interest until paid at the lesser of 18% per annum and the maximum permissible rate under applicable law. In addition to late payment charges, Seller may add to the amount past due any costs associated with collection thereof, including reasonable attorneys’ fees.

Non-Site Purchases: Credit. All Contracts shall be subject to credit approval by Seller in its sole discretion. Unless specifically agreed otherwise in a Contract, payment shall be in U.S. funds by wire transfer or irrevocable letter of credit, confirmed by a major U.S. Bank. Seller may, in its sole discretion, accept payment for Goods by cash in advance or by money-down with scheduled progress payments.

Deferrals and Cancellations Due to Purchaser Defaults. If Purchaser fails to fulfill the terms of payment, or if at any time before  payment in full is made (whether or not payment is yet due) a petition is presented or resolution passed for the winding up or bankruptcy of Purchaser,  or in the event of the appointment of a receiver or administrator of  Purchaser’s business, Seller may defer further shipment or, at its option, cancel the unshipped balance. Seller reserves the right prior to making any shipments to require from Purchaser satisfactory security for performance of Purchaser’s obligation. In the event of cancellation in accordance with the provisions hereof, or in the event of non-payment (in full or in part) for the Goods by the due date, Purchaser hereby licenses Seller (insofar as it is able) to enter upon any premises to repossess the Goods.

FORCE MAJEURE, SCARCITY

Force Majeure. Any failure or delay by Seller in the performance of its obligations pursuant to this Agreement shall not be deemed a default or breach of the Agreement or a ground for termination hereunder to the extent such failure or delay is due to elements of nature or acts of God, pandemics, acts of war, terrorism, riots, revolutions, strikes, lockouts or other labor difficulties, embargoes, government controls or interventions, inability to obtain labor, materials or services, distributed denial of service attack, malware, cybersecurity compromise, or other factor beyond the reasonable control of Seller (each, a “Force Majeure Event”). Upon Seller failing or delaying due to a Force Majeure Event, Seller shall give notice to Purchaser which describes such Force Majeure Event and includes a good faith estimate as to the impact of such Force Majeure Event upon its responsibilities hereunder, including any scheduling changes. Seller shall additionally engage in all reasonable measures to timely end such failures or delays. Scarcity. If there is a scarcity in any of Seller’s Goods due to a Force Majeure Event, Seller may allocate its available supply in Seller’s discretion.

INCOTERMS; SHIPPING AND TIMING; OWNERSHIP, TITLE AND RISK OF LOSS

General Shipping Terms. Incoterms. Unless specifically agreed otherwise in a Contract, all sales are “Ex Works”. Shipping and Timing. Purchaser will bear all transportation, insurance while in transit, rigging, drayage, packing, customs, handling and placement charges from Supplier's shipping facility to Purchaser’s designated address(es). Purchaser has the right to reasonably approve in advance the insurance and carrier/method of transportation selected by Supplier, not to be unreasonable withheld or delayed. Seller shall make good faith efforts to estimate and meet delivery dates, but time is not of the essence. In case of delay by Purchaser in furnishing complete schedules, materials or information, delivery dates may be extended by Seller for a reasonable time. Purchaser may not refuse to accept delivery because of any such extensions or because of a delay due to a Force Majeure Event. Ownership, Title, and Risk of Loss. Ownership of, title to, and risk of loss for the Goods passes to Purchaser upon Seller’s delivery of the Goods to the carrier.

Site Purchases-Shipping. Processing Times. Orders executed via a Contract are processed and prepared for shipment by Seller within 48 hours of Confirmation. Orders executed via a Contract which are placed after business hours, on weekends, or holidays, will be processed by Seller the following business day. Shipping Methods. Seller ships via United Parcel Service (“UPS”) with various options available to meet your needs, including standard and expedited shipping. Shipping Costs. Shipping costs are calculated based on the total weight of the order and the destination. These shipping costs will be shared during Seller’s Site checkout process before Purchaser will Order the Goods. Delivery Times. Delivery times vary depending on Purchaser’s location and the shipping method selected. Standard shipping typically takes 3-5 business days, while expedited shipping can take 1-3 business days. Shipping Area. Seller only ships to the contiguous United States. Seller does not currently offer shipping to Alaska, Hawaii, or international destinations. Tracking. Once Goods have been shipped, Purchaser will receive an email containing the UPS tracking information. Purchaser can use this information to monitor the status and estimated delivery time of the Goods.

Site Purchases-Returns. Eligibility Conditions. This provision applies to purchases on Seller’s Site only. If the Goods arrive damaged, or are the wrong Goods, Seller accepts returns within 30 days of the purchase date. Goods must be unopened, unused, and in their original packaging to be eligible for return. Non-Returnable Items. Any Goods that are opened, partially used, or not in their original condition are non-returnable. Return Process. To initiate a return, please contact Seller at support@nsarc.com with the following details: Purchaser’s name (i.e., individual or company name) | Order number | A clear image of the Goods | Reason for the return. Seller’s customer service team will review Purchaser’s return request and notify Purchaser via Purchaser’s provided email regarding approval or denial. If approved, further instructions will be provided by Seller, including the possibility of a return shipping label. Refunds. Once the returned Goods are received and inspected by Seller, refunds (per eligibility hereunder) will be processed within 7-10 business days. Refunds will be issued via the original payment method. Exchanges. Seller does not offer Goods exchanges. Instead, please return the original Goods for a refund and place a new Order for Goods. Damaged or Incorrect Items. In the event that Purchaser receives damaged Goods or the wrong Goods, Purchaser shall email Seller immediately at support@nsarc.com. For wrong Goods, this includes instances where Purchaser receives Goods that differ from what was Contracted (e.g., wrong size, type, or specification). Purchaser shall include in such email the details and images of the wrong Goods. Seller will arrange for correct Goods (as a replacement) to be sent to Purchaser promptly if and once the issue has been reviewed and confirmed by Seller.

INSPECTION OF GOODS, SHORTAGES

Within ten (10) business days after delivery of Goods, Purchaser shall inspect such Goods and notify Seller in writing of any defects or any failure of the Goods to conform to the requirements of the Contract. All claims by Purchaser for shortages in a shipment of Goods or Goods damaged in transit must be made against the carrier. All claims by Purchaser against Seller for nonconforming Goods and claims for shortages in a shipment or damaged Goods (other than shortages claims to be made against the carrier) must be made in writing to Seller within ten (10) business days after receipt of shipment or Purchaser shall be deemed to have accepted such Goods and any claims for nonconforming Goods shall be waived.

WARRANTY OF SELLER’S GOODS FOR NON-SITE PURCHASES

Warranty. This provision does not apply to purchases on Seller’s Site. Except as otherwise expressly agreed in the Contract, Seller warrants that Goods sold by Seller hereunder shall conform to the Contract’s requirements and shall be free from material defect in material and workmanship for a period of 365 days from the date of Seller’s delivery of the Goods to the carrier for Seller’s delivery of the Goods to the carrier for shipment to Purchaser (the “Warranty Period”). In the event of breach of such warranty, Seller’s sole responsibility shall be to either repair or replace, at Seller’s option, any nonconforming Goods. Such replacement parts shall be provided at no cost to Purchaser, at the business establishment of Seller (or other locale approved by Seller) during regular working hours. Unless agreed otherwise by Seller in a Contract or otherwise in writing, Goods alleged to be defective that the parties agree in writing need to be returned to Seller shall be returned at Purchaser’s expense. Upon confirmation that the defects are subject to warranty, Seller shall reimburse Purchaser for such return expense and additionally pay for carrier freight expenses (for the repaired or replaced Goods) back to Purchaser. If Purchaser informs Seller of a defect after the Warranty Period has expired, then Seller may, in its discretion, offer advice (free of charge) and repair or replacement of Goods at Purchaser’s expense.

Warranty Exclusions. Seller shall be under no liability for breach of the warranty set forth herein to  the extent any damage or nonconformity is caused by: (i) improper installation, use, maintenance and/or service (unless performed by Seller) (ii) modification or alternation by a party a party other than Seller; (iii) delays in Purchaser notifying Seller of the alleged defect; (iv) equipment, component, materials or parts supplied by or on behalf of Purchaser; and/or (v) failure to perform proper long-term storage preparations per Seller’s instructions.

DISCLAIMER OF WARRANTY

THIS DISCLAIMER APPLIES TO PURCHASES BY ANY MEANS, WHETHER OR NOT ON SELLER’S SITE. SELLER DOES NOT WARRANT THE MERCHANTABILITY OF THE GOODS AND DOES NOT WARRANT THE FITNESS OF THE GOODS FOR A PARTICULAR PURPOSE. SELLER DOES NOT MAKE, AND HEREBY DISCLAIMS AND EXCLUDES, ANY WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THE WARRANTY CONTAINED HEREIN OR OTHERWISE EXPRESSLY AGREED BY SELLER IN WRITING.

MUTUAL CONFIDENTIALITY

Each party shall treat all information received from the other party as confidential, to the extent such information is designated as confidential or the receiving party reasonably should have understood the confidential nature of such information (“Confidential Information”), per a reasonable standard of care and shall not disclose such Confidential Information to third parties except as expressly contemplated herein. A party may disclose the disclosing party’s Confidential Information to its contractors under a materially similar contractual duty of confidentiality. To the extent a party is required, by a government authority via subpoena or other means, to disclose Confidential Information of the other party, or must do so to pursue a claim, the party will give the other party reasonable advance notice and reasonably cooperate with any reasonable attempt by the other party to restrict such disclosure (if allowed to do so per applicable law). The receiving party shall return or destroy (and not retain any copies of) the disclosing party’s Confidential Information upon request, unless the receiving party is required to maintain such Confidential Information per applicable law, in which case these confidentiality restrictions will continue to apply. Information shall not be considered Confidential Information to the extent it: was lawfully received from an independent third party (including the public domain) free of restrictions and without breach of this Agreement; or was independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

INDEMNIFICATION

Seller Indemnity. Seller indemnifies, defends and holds harmless Purchaser for any third party claims (“Claims”) and associated liabilities, losses, damages, settlements and costs (including reasonable attorneys' fees and associated defense costs) (collectively, “Losses”) to the extent caused by: (a) any defect in the design or manufacture of the Goods or any negligent act or omission in Seller’s performance of the Contract causing injury, death or property damage (except to the extent such Claims and Losses are caused by any specification,  material, information or instruction provided by or on behalf of Purchaser); and (b) a claim of infringement of a third party’s intellectual property rights, but only to the extent caused by the Goods provided by Seller hereunder (except to the extent such Claims and Losses are caused by any specification, material,  information or instruction provided by or on behalf of Purchaser, or by Purchaser’s combination of the Goods with materials not supplied by Seller, or by Purchaser’s use of the Goods other than as instructed by Seller or contemplated by the Contract). In the event Seller reasonably deems any Goods to infringe a third party’s intellectual property rights, Seller may, in its sole discretion, either license Purchaser to use the infringing content, modify the Goods so as not to infringe, or terminate the applicability of the Contract as to those Goods.

Indemnification Procedures. Seller shall have sole control of the defense and settlement negotiations for Claims, as well as choice of counsel. Purchaser may participate in the defense with counsel of its choosing at its own expense. Without the Purchaser’s prior written consent, any settlements must be for the payment of money by the Seller only or not obligate the Purchaser. Purchaser shall promptly notify Seller of any indemnifiable Claim and shall provide Seller with reasonable assistance supporting the defense of the Claim. Failure to provide such notice shall not alter Seller’s duties under this provision unless such failure materially prejudices the defense.

LIMITATION OF LIABILITY

THIS LIMITATION OF LIABILITY PROVISION APPLIES IN THE AGGREGATE AND NOT ON A PER CLAIM BASIS, WHETHER ANY DAMAGES ARE CHARACTERIZED IN TORT, NEGLIGENCE, CONTRACT, OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT SHALL SELLER, ITS DIRECT OR INDIRECT SUBSIDIARIES, CONTROLLED AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES (“RELATED PARTIES”), BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING ALL CONTRACTS AND ANCILLARY DOCUMENTS REFERENCED HEREIN), including: (1) LOSS OF PROFITS, BUSINESS OR GOODWILL; (2)  LOSS OF USE OF EQUIPMENT OR FACILITIES; (3) LOSS RESULTING  FROM UNUSABLE MACHINERY OR FACILITY DOWNTIME OR SHIPPING DELAYS. THE FORGOING APPLIES HOWSOEVER ANY SUCH DAMAGES ARE CAUSED AND EVEN IF THE POTENTIAL FOR SUCH DAMAGES WAS DISCLOSED AND/OR KNOWN. IN NO EVENT SHALL SELLER OR ITS RELATED PARTIES BE LIABLE FOR ANY DAMAGES (INCLUDING DIRECT DAMAGES) FOR ANY MONIES THAT EXCEED AMOUNTS PAID BY PURCHASER TO SELLER for the applicable goods UNDER THIS AGREEMENT IN THE 365 DAYS PRIOR TO THE ACT(S) THAT GAVE RISE TO THE APPLICABLE CLAIM(S). Any action for breach of contract hereunder must be commenced within one year after the cause of action has accrued or THE ACTION IS waived.

GENERAL

Entire Agreement. This Agreement is the parties' entire understanding relating to its subject matter and supersedes any previous oral or written agreement between the parties concerning such subject matter, as well as any invoice, purchase order or website/portal /click-through terms. Such terms are specifically rejected by the parties, even if assented to by a party’s users when required to do so to engage in the activities contemplated by this Agreement. Amendments. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. Waivers, Cumulative Remedies. The failure of a party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. All remedies hereunder, at law and in equity are cumulative and nonexclusive. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to the conflicts or choice of laws provisions thereof. Any suit arising out of this Agreement will be brought in a state or federal court located in Chicago, Illinois, and the parties irrevocably submit to such venue and jurisdiction, except when seeking temporary injunctive relief. Severability. If any Agreement provision or part is held invalid by a court of competent jurisdiction, the remainder of this Agreement will continue in full force and effect. Independent Contractors, No Third Party Beneficiaries. The parties are independent contractors. This Agreement is for the sole benefit of the parties hereto and there are no third party beneficiaries. This Agreement does not create any joint venture, partnership, or any other similar relationship. Assignments. Purchaser may not assign, transfer, delegate or sublicense any of its rights or duties under this Agreement without the prior written consent of Seller, and any attempt to do so without such consent is invalid. Interpretation. Unless the context requires otherwise, “including” (and any of its derivative forms) means “including, but not limited to”. Notices. Unless otherwise specified, all notices shall be in writing and delivered personally or mailed, first class mail, postage prepaid, to the addresses of the parties set forth at the beginning of this Agreement, with a copy to the attention of the party’s legal department. In the case of Seller, such notice shall be sent to The Heico Companies, LLC, Attorney for National Standard, 27501 Bella Vista Parkway, Warrenville, IL 60555.

CONFLICTING LAW

Some jurisdictions provide rights in addition to those listed above, or do not allow the exclusion or limitation of implied warranties, or liability for incidental or consequential damages. If any provision or part of a provision of these terms is found to be illegal, invalid or unenforceable under any applicable law, such provision or part of a provision shall, insofar as it is severable from the remaining terms, be deemed omitted from these terms and shall in no way affect the legality, validity or enforceability of the remaining terms.