Terms and Conditions

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STANDARD TERMS AND CONDITIONS OF SALE (Revised: July 28, 2026) 

These Standard Terms and Conditions of Sale (the “Terms”) govern all offers, quotations, sales, and deliveries of equipment, parts, software, and related products (collectively, “Goods”) and related services by Brandon & Clark, Inc. (“Seller” or “B&C”) to any purchaser (“Purchaser”). No addition, modification, or waiver of these Terms will be binding unless made in a written agreement signed by an authorized representative of Seller. Any different or additional terms proposed by Purchaser in any purchase order or other document are hereby objected to and rejected and shall not apply unless expressly accepted in writing by an authorized representative of Seller.

1. APPLICATION
1.1 These Terms apply to all quotations and offers issued by Seller and all services rendered, or orders accepted by Seller for the sale of Goods, whether such Goods are new, repaired, rebuilt, remanufactured, or otherwise serviced Goods, including without limitation apparatus repair and transformer products, unless a separate written agreement signed by an authorized representative of Seller expressly states that it supersedes or replaces these Terms, in which case such separate agreement shall govern in the event of a conflict.

1.2 Any course of dealing, trade practice, or usage of trade that is inconsistent with these Terms shall not apply unless expressly agreed to in writing by Seller.

2. ACCEPTANCE
Prices are in United States Dollars and include the cost of the manufacturer’s usual factory tests, inspection, and packing.  Delivery terms shall be designated in the individual Offer. If Delivery terms are not designated in any Offer, they shall be Pre-Pay and Add FCA B&C shipping location or FCA place of shipment of B&C’s supplier (INCOTERMS 2010). Such prices do not include any other costs applicable to the Goods, including without limitation, export packing, loading, unloading, handling, storage, transportation, installation, and insurance charges. The prices applicable to the Goods are those in effect at the time of Order. Purchaser’s payment of B&C invoices containing clerical or pricing errors will not relieve Purchaser’s obligation to make full payment.  

3. PRICES AND TAXES
3.1 Prices are stated in U.S. Dollars and are based upon delivery FCA Seller’s shipping point or the original manufacturer’s or supplier’s shipping point (Incoterms® 2020), unless otherwise expressly stated in Seller’s quotation or order acknowledgment. Prices include Seller’s standard factory tests, inspection, and packing for shipment. Prices do not include export packing, loading or unloading, handling, storage, transportation, installation, commissioning, or insurance, all of which shall be responsibility of Purchaser unless otherwise agreed.

3.2 Prices do not include any present or future sales, use, excise, value-added, or other similar taxes imposed by any governmental authority in connection with the sale, delivery, or use of Goods or the provision of services. Purchaser shall pay or reimburse Seller for all such taxes unless Purchaser furnishes Seller with valid exemption documentation acceptable to the applicable taxing authority.

3.3 Prices are based on Seller’s estimated costs at the time of quotation. If, after the quotation date and prior to completion of the Goods or services, there are increases in the cost of raw materials, components, labor, transportation, or other inputs (including but not limited to copper, steel, electrical components, or freight), Seller may adjust the price to reflect such increases. Such increases shall be set forth on the affected bill. Any such adjustment shall be commercially reasonable and supported by documentation upon Purchaser’s request.

3.4 For Goods and services with estimated lead times exceeding six (6) months, pricing is subject to escalation based on changes in underlying commodity or component costs, and Seller may adjust prices periodically or at completion to reflect such changes, provided such adjustments are commercially reasonable and consistent with industry practices. Escalation applies to changes in documented Seller acquisition costs for identified commodities, components, and freight materially incorporated into the Goods or services and increased labor costs. This escalation is measured from the quotation date through the earlier of shipment readiness or completion of services.

3.5 Adjustments shall reflect documented differences between costs used to establish the quoted price and the documented costs prevailing at the time of final procurement, applied to the affected bill. Seller will provide notice of any escalation adjustments and reasonably support such increases.

4. PAYMENT TERMS
4.1 Unless otherwise stated in Seller’s quotation or order acknowledgment, payment terms are net thirty (30) days from the date of Seller’s invoice. Seller may issue invoices upon delivery of the Goods or, if progress payment milestones are specified, upon achievement of such milestones. If delivery is delayed for reasons attributable to Purchaser, Seller may invoice when the Goods are ready for shipment, and payment shall become due on the original scheduled delivery date. Seller reserves the right to require payment up front.

4.2 Attorney’s Fees and Collection Costs. If Purchaser fails to timely pay any amount due under these Terms or otherwise defaults in payment or breaches these Terms, Purchaser agrees to pay Seller all costs of collection and enforcement, including reasonable attorneys’ fees, court costs, expert fees, and expenses incurred before suit, during litigation, on appeal, and in any bankruptcy or insolvency proceeding. All such amounts shall be deemed additional sums due under these Terms and any applicable credit or guaranty agreement and shall be secured by any applicable guaranty or security interest. Past-due amounts shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum lawful rate permitted under Texas law, whichever is less. Seller’s remedies are cumulative and in addition to any other rights available at law or in equity.

4.3 Seller reserves the right at any time, in its sole discretion, to alter or suspend credit terms, require advance payment or security for payment, or otherwise condition continued performance upon assurances satisfactory to Seller as to Purchaser’s creditworthiness. If Purchaser fails to provide such assurances, Seller may suspend or cancel any outstanding orders without liability.

4.4 Seller shall have the right to set off and apply any amounts owing to Purchaser against any amounts due from Purchaser to Seller, whether under the same or another contract.

5. DELIVERY, RISK OF LOSS, INSPECTION, AND STORAGE
5.1 Delivery dates are approximate and are based on prompt receipt by Seller of all information and approvals from Purchaser and on Purchaser’s timely performance of its obligations. Seller shall not be liable for failure to meet any delivery date, provided Seller uses commercially reasonable efforts to do so.

5.2 Unless otherwise stated in Seller’s quotation or order acknowledgment, delivery shall be made FCA Seller’s shipping point or the original manufacturer’s or supplier’s shipping point (Incoterms® 2020, and as amended). Risk of loss or damage to the Goods shall pass to Purchaser upon delivery to the carrier at such point. Title to the Goods shall pass to Purchaser upon such delivery, subject to Seller’s rights to payment and any security interest retained by Seller.

5.3 Partial Deliveries. Seller may make partial deliveries of Goods and may invoice each such partial delivery separately. Each partial delivery shall be treated as a separate sale and transaction for all purposes. Delay in delivery of any installment shall not relieve Purchaser of its obligation to accept and pay for any remaining installments.

5.4 Purchaser shall inspect the Goods promptly upon receipt. Purchaser shall notify Seller in writing of any apparent damage, defect, or shortage within ten (10) days after delivery. All claims other than warranty claims, including without limitation claims relating to shortage, visible damage, or shipment errors, shall be deemed waived unless Seller receives Purchaser’s written notice of such claim within thirty (30) days after delivery of the applicable Goods, and claims for non-delivery shall be deemed waived unless Seller receives Purchaser’s written notice within forty-five (45) days after the scheduled delivery date. Purchaser’s failure to give written notice of any such claim within the applicable time period shall constitute an absolute and unconditional waiver of such claim.

5.5 If shipment or delivery of the Goods is delayed at Purchaser’s request or due to Purchaser’s acts or omissions, or Purchaser’s failure to pick up, Seller may, in its sole discretion, arrange for storage of the Goods at Seller’s facility or at a third-party location. In such event, (a) the Goods shall be deemed to have been delivered and risk of loss and title shall pass to Purchaser upon placement into storage; (b) any amounts otherwise payable upon delivery shall become immediately due and payable; and (c) Purchaser shall pay all costs and expenses of storage, handling, and insurance, including, if stored at a Seller facility, or third party facility.

5.6 Upon completion and readiness of the Goods for pickup or delivery, Seller shall provide written notice (“Notice of Readiness”) to Purchaser’s designated contact by reasonable means, which may include email to the address on file or other method specified in this Agreement. Purchaser shall cooperate in good faith and use commercially reasonable efforts to: (i) promptly schedule pickup or delivery of Goods, (ii) provide complete and accurate shipping instructions and payment for same, and (iii) timely complete any required steps for pickup or delivery of the Goods.

5.7 If Purchaser fails to respond to the Notice of Readiness, schedule pickup, or arrange for delivery at purchaser expense within five (5) business days after receipt of Notice of Readiness, Seller may send a follow up written notice (“Follow up Notice”) advising Purchaser that: (i) storage charges will begin to accrue if the Goods are not picked up or delivered, and (ii) Purchaser must pick up or arrange for the delivery of the Goods by a specified deadline.

5.8 If Purchaser fails to pick up the Goods or arrange for their delivery within ten (10) business days after receipt of the Follow up Notice, Purchaser shall be liable for reasonable storage charges commencing on the first day following the expiration of such 10 business day period and continuing until the date the Goods are actually picked up or delivered. In addition to the storage charges, Seller may require cash payment in full prior to release of the Goods, and Seller may suspend or cancel other orders of Purchaser.

5.9 If Purchaser fails to pick up the Goods or accept delivery of the Goods within ninety (90) business days after receipt of the Notice of Readiness, the Goods shall be deemed abandoned and Seller may, at its option and upon written notice to Purchaser (“Disposal Notice”), dispose of, scrap, recycle, or sell the Goods, or any portion thereof, in a commercially reasonable manner. The Disposal Notice shall specify the proposed method of disposal or sale (public auction, private sale, destruction, donation, or otherwise) and give the Purchaser a final opportunity to remove the Goods within five (5) business days after the Disposal Notice. Any net proceeds from a sale, after deducting all reasonable costs and expenses of storage, handling, sale, disposal, and any outstanding amounts owed by Purchaser, shall be credited to Purchaser. If proceeds are insufficient to cover such costs and charges, Purchaser remains liable for the deficiency.

5.10 Seller shall have no liability to Purchaser for any loss, damage, or diminution in value of the Goods arising from such disposal or sale, provided it is conducted in good faith and in a commercially reasonable manner. Seller shall have no obligation to maintain Goods in customer-ready condition while in storage. Prior to release after extended storage, Seller may require inspection, testing, and/or reconditioning at Purchaser’s expense, and may condition release on Purchaser’s advance payment of all such costs, together with all other amounts then due.

6. CHANGES; FORCE MAJEURE 
6.1 Seller reserves the right to make changes in the design, materials, or methods of manufacture of the Goods provided such changes do not materially and adversely affect the performance of the Goods. Purchaser may request reasonable changes in the specifications, quantities, delivery schedule, or other aspects of the Goods or services, subject to Seller’s acceptance in writing. If any such change is accepted by Seller, Seller shall be entitled to an equitable adjustment in the price, including adjustments resulting from material increases in input costs beyond Seller’s reasonable control, delivery schedule, and other affected terms. Seller may make changes in design, materials, or methods of manufacture that do not materially and adversely affect performance.

6.2 Seller shall not be liable for any failure or delay in performance, including failure to deliver or delay in delivery of the Goods, arising from or related to any cause beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, explosion, flood, earthquake, windstorm, lightning, epidemic or pandemic, war, terrorism, civil disturbance, strikes or other labor disputes, shortages or inability to obtain materials, components, or transportation, governmental actions, embargoes, or any other events of force majeure. In any such case, Seller’s time for performance shall be extended for a period reasonably necessary to overcome the effect of such cause.

6.3 For Goods or services with estimated lead times exceeding six (6) months, pricing is subject to escalation under Section 3.4. Any schedule or scope modifications used to mitigate cost changes shall be handled as a change under Section 6.1. If regulatory changes (including tariffs or duties) after the quotation date require modifications to the equipment or performance, the parties shall agree on an equitable adjustment in price and schedule reflecting the cost and time impact, with taxes, tariffs, and duties for Purchaser’s account.

7. WARRANTIES 
7.1 General Warranty for Goods.
7.1.1 Seller warrants to the original Purchaser that Goods furnished hereunder, other than Repaired Apparatus and Transformer Products specifically covered in Sections 7.2 and 7.3, will, at the time of delivery, be free from defects in material and workmanship and will conform to Seller’s written specifications, if any, for the Goods for a period ending on the earlier of: (a) eighteen (18) months from the date of delivery; or (b) twelve (12) months from the date the Goods are first placed into commercial operation (the “General Warranty Period”), unless a different warranty period is expressly stated by Seller in writing.

7.1.2 This warranty is extended only to the original Purchaser of the Goods and may not be transferred or assigned without Seller’s prior written consent.

7.1.3 If the Goods fail to conform to the foregoing warranty and Purchaser gives Seller written notice of such nonconformity within the applicable warranty period, Seller’s sole and exclusive obligations, and Purchaser’s sole and exclusive remedies, shall be, at Seller’s option: (a) repair of the nonconforming Goods; (b) replacement or update of the nonconforming Goods; or (c) refund of the portion of the purchase price allocable to the nonconforming Goods. and in all cases are subject to the limitations and exclusions in Section 10.

7.1.4 Purchaser shall promptly notify Seller in writing of any alleged nonconformity, provide reasonable supporting information, and, if requested by Seller, return the Goods to Seller, freight prepaid, to the facility designated by Seller. Any product, component, or part repaired or replaced by Seller under this warranty may be new or refurbished, will be functionally equivalent to the original, and is warranted only for the remainder of the original warranty period applicable to the Goods, or for ninety (90) days from the date of shipment of such repaired or replacement product, whichever period is longer. Repair, replacement, or upgrade of any Goods does not extend or renew the original warranty period, except to the limited extent set forth in the preceding sentence. Repaired or replacement Goods will be delivered FCA Seller’s facility or Seller’s authorized service shop (Incoterms® 2020), and Purchaser shall bear all subsequent transportation, installation, commissioning, and testing costs.

7.1.5 This warranty covers normal use only. The warranty shall not apply to any Goods that have been (a) subject to misuse, abuse, negligence, accident, or improper storage or handling; (b) installed, operated, maintained, or repaired other than in accordance with Seller’s instructions or applicable industry standards; (c) used in excess of rated capacity or outside normal usage or operating conditions; (d) exposed to abnormal environmental, electrical, or mechanical conditions, including without limitation impact, vibration, contamination, moisture ingress, corrosive or abnormal environmental conditions, fire, explosion, flood, wind, lightning, earthquake or other acts of nature, war, terrorism, civil disturbance, or failures or disturbances of the electrical system to which the Goods are connected; or (e) altered or modified without Seller’s prior written consent.

7.1.6 Goods, components, or parts supplied by Purchaser for incorporation into or use with the Goods are not covered by this warranty, and Seller shall have no liability for any failure, damage, or loss arising from or related to such Purchaser-supplied items.

7.2 Apparatus Repair Limited Warranty.
7.2.1 Scope. This Section 7.2 applies to apparatus and components accepted by Seller for repair or servicing at Seller’s facilities or at another location agreed by the parties (collectively, “Repaired Apparatus”). It supplements, and in the event of any inconsistency supersedes, the General Warranty Period in Section 7.1 solely with respect to Repaired Apparatus. Where Seller accepts apparatus for specific repairs or for the repair or replacement of specific parts only, Seller’s warranty obligations are limited to the work actually performed by Seller and the parts furnished by Seller and do not extend to any other portions or components of the apparatus.

7.2.2 Types of Limited Warranties and Warranty Periods. Subject to the general provisions of this Section 7 and Section 10 (Limitation of Liability), the following warranty periods apply to Repaired Apparatus, based on the scope of work performed:

(a) Type A – Complete Apparatus, Totally Mechanically and Electrically Rebuilt. Seller has dismantled and inspected the apparatus, cleaned and lubricated parts, restored mechanical tolerances to acceptable standards, replaced windings with new windings meeting Seller’s standards, replaced anti-friction bearings where included, dynamically balanced, assembled, tested, and painted the apparatus. The warranty period for Type A work extends for two (2) years from the date the apparatus is placed into service, but in no event more than three (3) years from the date of shipment by Seller. Bearings that are not replaced or rebabbitted at the mutual agreement of Seller and Purchaser, or bearings supplied by Purchaser, are excluded from this warranty.

(b) Type B – Partially Electrically Rebuilt, Totally Mechanically Rebuilt. Type B work is subject to the same mechanical scope and warranty period as Type A. Where multiple windings are present, Seller’s warranty applies only to new windings installed by Seller. Existing windings that are merely reconditioned are not covered by warranty, and Seller’s liability as to such windings is limited to the general provisions in Section 7.2.3.

(c) Type C – Complete Apparatus, Mechanically Rebuilt and Electrically Reconditioned and Tested. Seller has dismantled the apparatus, inspected parts, cleaned and lubricated components, dried and varnish-treated windings, restored mechanical tolerances, replaced anti-friction bearings where applicable, dynamically balanced, assembled, tested, and painted the apparatus. The mechanical aspects of Type C work are warranted for two (2) years from the date the apparatus is placed into service, but not more than three (3) years from the date of shipment. Reconditioned windings in Type C work are not covered by warranty.

(d) Type D – Components of Apparatus, Mechanically and Electrically Rebuilt. Seller warrants that the components have been inspected, mechanical tolerances restored to acceptable standards, treated electrically as required, dynamically balanced where applicable, and painted where applicable. The warranty period and scope for Type D work are the same as for Type A.

(e) Type E – Components of Apparatus, Electrically Reconditioned and Mechanically Rebuilt. Seller has inspected the components, cleaned, dried, and varnish-treated windings as required, dynamically balanced, tested, and painted the components. The mechanical aspects are warranted for two (2) years from the date the apparatus is placed into service, but not more than three (3) years from the date of shipment. Reconditioned windings are warranted as follows, depending on their condition and test results: (i) where the overall condition and appearance of the winding is comparable to new and electrical test values meet minimum criteria for new windings, the reconditioned winding is warranted for one (1) year from the date the apparatus is placed into service, but not more than two (2) years from the date of shipment; and (ii) where the winding does not meet such criteria and is judged to have a shorter expected service life, it will be tested at reduced values and warranted for ninety (90) days from the date the apparatus is placed into service, but not more than one (1) year from the date of shipment.

(f) Type F – Limited Components of Apparatus Mechanically Rebuilt. Seller warrants that the limited components identified in the applicable repair documentation have been inspected and repaired or replaced to achieve mechanical tolerances consistent with Seller’s and applicable industry standards. The mechanical aspects of Type F work are warranted for one (1) year from the date the apparatus is placed into service, but not more than two (2) years from the date of shipment.

7.2.3 General Provisions for Repaired Apparatus. Seller’s warranty obligations for Repaired Apparatus extend only to the specific repairs performed and parts furnished by Seller. Parts, components, or products supplied by Purchaser, and any damage or loss arising from such items, are the sole responsibility of Purchaser unless expressly identified in writing by Seller as being covered by Seller’s warranty. The warranties in this Section 7.2 are conditioned on Purchaser operating the apparatus under competent supervision, not exceeding rated load or capacity, and using the apparatus in normal usage and operating conditions. The warranties do not apply to failures resulting from misuse, failure to perform periodic and systematic maintenance (including lubrication, cleaning, vibration checks, and similar tasks), improper installation, application, circuit protection, assembly, or repair by any party other than Seller after Seller’s service, or from causes not attributable to defective materials or workmanship. If Repaired Apparatus does not operate in accordance with the applicable warranty, Seller will, at its option, (a) refund the price paid for the applicable repair or service, (b) rework the apparatus, or (c) replace the apparatus or parts, in each case at Seller’s place of business and during normal working hours. Seller’s liability for any breach of this warranty is limited to such refund, rework, or replacement. Any advice or assistance furnished by Seller concerning equipment, services, or procedures that is not expressly required as part of the repair work is provided without additional warranty or liability of any kind. and in all cases are subject to the limitations and exclusions in Section 10.

7.3 Transformer Division Warranty.
7.3.1 Scope and General Provisions. This Section 7.3 applies to transformers, reclosers, oil switches, voltage regulators, dry-type transformers, power transformers, mobile substation transformers, and related products serviced or supplied by Seller’s transformer division (collectively, “Transformer Products”). It supplements, and in the event of any inconsistency supersedes, the General Warranty Period in Section 7.1 solely with respect to Transformer Products covered by this policy.

7.3.2 This warranty is extended only to the original Purchaser of the Transformer Products and may not be transferred or assigned without Seller’s prior written consent.

7.3.3 The warranties in this Section 7.3 do not apply to defects arising from misuse, improper installation, application, circuit protection, assembly, or repair by others after sale or service by Seller. Remedies are limited to refund, rework, or replacement at Seller’s option, at Seller’s place of business and during normal working hours. Transportation costs may be covered or declined at Seller’s option, and transportation methods must be approved in advance if Seller is to bear such costs. Seller shall not be liable to Purchaser or any third party for indirect, consequential, or other damages arising out of any transaction involving Transformer Products, including without limitation shipping costs, secondary damage to surrounding equipment, loss of income due to equipment downtime, or labor costs associated with removing or reinstalling equipment, as further limited in Section 10.

7.3.4 Subject to the conditions above, Seller provides the following warranty periods for Transformer Products, each measured from the earlier of (a) the date of initial use, (b) Notice of Readiness, (b) the date of delivery, when properly applied in accordance with nameplate ratings and applicable specifications: and in all cases are subject to the limitations and exclusions in Section 10.

(a) New Transformers. Three (3) years against defective workmanship or faulty materials. The warranty is void if the transformer is misapplied, overloaded, or subjected to secondary faults or lightning.

(b) Rewinds. Three (3) years against defective workmanship or faulty materials, when properly applied according to nameplate ratings. The warranty is void if the transformer is misapplied, overloaded, or subjected to secondary faults or lightning.

(c) Minor Repairs. Three (3) years against improper workmanship or faulty materials when properly applied. The warranty is void if the transformer is misapplied, overloaded, or subjected to secondary faults or lightning.

(d) Remanufactured Transformers. Three (3) years against defective workmanship or faulty materials when properly applied according to nameplate ratings. The warranty is void if the transformer is misapplied, overloaded, or subjected to secondary faults or lightning.

(e) Reclosers and Oil Switches. Three (3) years against improper workmanship or faulty materials when properly applied. The warranty is void if the transformer is misapplied, overloaded, or subjected to secondary faults or lightning.

(f) Voltage Regulators. Three (3) years against improper workmanship or faulty materials when properly applied. Any rewound coils in voltage regulators are covered under the warranty terms for Rewinds in subsection (b).

(g) Dry-Type Transformers. Three (3) years against improper workmanship or faulty materials when properly applied. The warranty is void if the transformer is misapplied, overloaded, or subjected to secondary faults or lightning.

(h) Power Transformers and Mobile Substation Transformers. Three (3) years against improper workmanship or faulty materials when properly applied. The warranty is void if the transformer is misapplied, overloaded, or subjected to secondary faults or lightning.

7.3.5 Manufacturer Warranties. For products or components manufactured by third parties and resold by Seller, Purchaser’s warranty is solely with the original manufacturer of such products and is subject to that manufacturer’s warranty terms and conditions. Seller will reasonably assist Purchaser in pursuing warranty claims with the original manufacturer but has no obligation to fulfill or extend the manufacturer’s warranty or to bear any expenses not covered by such warranty.

7.3.6 Warranty Exclusions – Transformer Products. Without limiting any other limitations or exclusions set forth herein, Seller does not warrant and specifically excludes the following: (a) any product not manufactured or repaired by Seller; (b) the accuracy or suitability of specifications provided by Purchaser or their fitness for a particular purpose; (c) damage caused by failure to provide a suitable installation environment; (d) damage caused by using the product for purposes other than those for which it was designed; (e) damage caused by accidents or disasters, including but not limited to fire, flood, wind, lightning, or other natural events; (f) damage caused by unauthorized attachments or modifications; (g) damage caused by vandalism; or (h) damage caused by Purchaser or Purchaser’s contractors when loading, unloading, moving, or otherwise handling equipment once it is on site.

7.4 Warranty Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE, WITH RESPECT TO ANY GOODS OR SERVICES PROVIDED HEREUNDER. WITHOUT LIMITATION OF THE FOREGOING, SELLER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED UNDER APPLICABLE LAW, THE DURATION OF SUCH IMPLIED WARRANTY IS LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW AND IN NO EVENT LONGER THAN THE EXPRESS WARRANTY PERIOD APPLICABLE TO THE RELEVANT GOODS OR SERVICES.

7.5 Field Services Warranty
7.5.1 This Section 7.5 applies to field services performed by Seller at Purchaser’s location or facility, including but not limited to installation, start-up, commissioning, troubleshooting, maintenance, and on-site repairs (“Field Services”), unless otherwise governed by a separate written agreement signed by both parties.

7.5.2 Seller warrants that Field Services will be performed in a good and workmanlike manner in accordance with generally accepted industry standards. This warranty is valid for a period of twelve months (1 year) from the date the services are completed.

7.5.3 This warranty does not apply to:
• Equipment, parts, or systems not supplied or installed by Seller;
• Services performed under direction of Purchaser or third parties;
• Failures due to misuse, neglect, unauthorized modifications, or conditions beyond Seller’s control;
• Normal wear and tear, or issues caused by environmental factors, power disturbances, or inadequate site conditions.

7.5.4 Purchaser’s sole and exclusive remedy for breach of this warranty shall be, at Seller’s option: (a) re-performance of the nonconforming Field Services, or (b) refund of the portion of fees paid for the nonconforming services. Any re-performance shall be scheduled during Seller’s normal working hours. and in all cases are subject to the limitations and exclusions in Section 10.

7.5.5 Field Services warranty is non-transferable and extends only to the original Purchaser. This warranty is provided in lieu of all other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.

8. PATENTS AND INTELLECTUAL PROPERTY 
8.1 With respect to Goods that are of Seller’s standard design and not supplied pursuant to Purchaser’s designs or specifications, Seller shall defend Purchaser against any claim brought in the country in which the Goods are delivered alleging that such Goods infringe a valid United States patent issued as of the date of delivery, and shall pay any final damages and costs awarded against Purchaser in such claim, provided that Purchaser promptly notifies Seller in writing of the claim, gives Seller sole control of the defense and settlement of the claim, and provides reasonable cooperation to Seller.

8.2 If any such Goods are held to infringe and the use of the Goods is enjoined, Seller may, at its option and expense: (a) procure for Purchaser the right to continue using the Goods; (b) replace the Goods with non-infringing goods that are functionally equivalent; (c) modify the Goods so that they become non-infringing; or (d) remove the Goods and refund the purchase price paid by Purchaser for such Goods, less reasonable depreciation for use, damage, and obsolescence.

8.3 Exclusion and Indemnification. The foregoing obligations shall not apply to any claim based on (a) Goods made or modified to Purchaser’s designs or specifications; (b) use of the Goods in combination with other equipment, software, or materials not supplied by Seller; or (c) use of the Goods in a manner not contemplated by Seller. AS TO ANY GOODS SUPPLIED PURSUANT TO PURCHASER’S DESIGNS OR SPECIFICATIONS, PURCHASER SHALL DEFEND, INDEMNIFY, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO ANY ALLEGATION THAT SUCH GOODS INFRINGE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT.

9. TERMINATION 
9.1 Purchaser may terminate an order only upon written notice to Seller and payment to Seller of: (a) any cancellation charges specified in the order or in Seller’s quotation or order acknowledgment; or (b) if no such charges are specified, Seller’s reasonable termination charges, including without limitation all costs incurred by Seller in connection with the order prior to receipt of the termination notice and all expenses and commitments reasonably attributable to the termination.

9.2 Either party may terminate an order for cause if the other party materially breaches its obligations and fails to commence and diligently pursue correction of such breach within fourteen (14) days after receiving written notice describing the breach. Termination shall be without prejudice to any other rights or remedies of the terminating party.

10. LIMITATION OF LIABILITY 
10.1 Seller’s total aggregate liability arising out of or relating to these Terms, any order, or the sale, delivery, use, or performance of any Goods or services, whether based in contract, warranty, tort (including negligence), strict liability, or any other legal theory, shall in no event exceed the price allocable to the specific Goods or services giving rise to the claim.

10.2 IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, COST OF CAPITAL, COST OF SUBSTITUTE GOODS OR SERVICES, DOWNTIME, LOSS OF DATA, LOSS OF GOODWILL, OR CLAIMS OF PURCHASER’S CUSTOMERS, ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER, OR THE GOODS OR SERVICES PROVIDED HEREUNDER, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Purchaser acknowledges that Seller is not an insurer and that the prices charged for the Goods are based on the allocation of risk and the limitation of Seller’s liability set forth in these Terms. If Purchaser desires Seller to assume liability in excess of the limitations stated herein, Purchaser shall notify Seller in writing. Seller may, in its sole discretion, agree to such additional liability by written addendum executed by an authorized representative of Seller, in which case an additional charge shall be made based on the increased exposure. No such agreement shall be effective unless made in a written addendum. Nothing in any such addendum shall be construed to hold Seller as an insurer.

10.4 No action, regardless of form, arising out of or relating to these Terms, any order, or the Goods or services provided hereunder may be brought by either party more than one (1) year after the cause of action has accrued, except for actions by Seller to recover unpaid amounts.

11. SERVICES
11.1 If Seller agrees in writing to provide installation, start-up, commissioning, field service, or other services in connection with the Goods, Purchaser shall pay Seller’s then-current service rates, plus all travel and living expenses and other out-of-pocket costs incurred by Seller’s personnel. Purchaser shall obtain and maintain, at its expense, all permits, licenses, and approvals required under applicable laws, regulations, and ordinances in connection with Seller’s performance of services.

11.2 Services provided by Seller shall be covered by the limited warranty set forth in Section 7.5 (Field Services Warranty) or, if applicable, by any separate written service or construction warranty signed by both parties, and are not covered by the warranties applicable to Goods in Sections 7.1–7.3.

12. EXPORT CONTROL; NUCLEAR USE 
12.1 Purchaser acknowledges that Goods, services, and related technical data supplied by Seller may be subject to the export control and economic sanctions laws and regulations of the United States and other jurisdictions, including but not limited to the U.S. Export Administration Regulations and regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control. Purchaser shall comply with all such laws and regulations and shall not export, re-export, transfer, or otherwise make available any Goods or technical data in violation thereof.

12.2 Purchaser shall not use, resell, or transfer any Goods or services, directly or indirectly, for use: (a) in connection with any nuclear facility or activity, unless there is in place both (i) governmental indemnity and (ii) purchaser-provided insurance and indemnity satisfactory to Seller; or (b) in connection with chemical, biological, or nuclear weapons or missile technology, or in furtherance of acts of terrorism. Any such use shall be at Purchaser’s sole risk and without liability to Seller.

13. GOVERNING LAW; DISPUTE RESOLUTION; MISCELLANEOUS 
13.1 These Terms and any disputes arising out of or relating to these Terms, any order, or the sale, delivery, or use of Goods or services shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A., without giving effect to any choice-of-law or conflict-of-laws rules that would cause the laws of any other jurisdiction to apply. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

13.2 If Purchaser’s principal place of business is in the United States, the parties agree that any legal action or proceeding arising out of or relating to these Terms, any order, or the Seller’s provision of any Goods or services shall be brought exclusively in the state courts located in Lubbock County, Texas, or the United States District Court for the Northern District of Texas, and Purchaser hereby irrevocably submits to the jurisdiction and venue of such courts. Prior to initiating litigation, the Parties agree to attempt mediation in good faith.

13.3 If Purchaser’s principal place of business is outside the United States, ONLY, any dispute, controversy, or claim arising out of or relating to these Terms, any order, or the Goods or services shall be finally settled by arbitration held in Lubbock, Texas, in the English language, before a single arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association or, where applicable, the UNCITRAL Arbitration Rules. The award of the arbitrator shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Prior to commencing arbitration, the parties shall attempt in good faith to resolve the dispute through mediation or other agreed alternative dispute resolution procedure.

13.4 The failure of either party to enforce any provision of these Terms shall not be construed as a waiver of such provision or any other provision. No waiver of any breach shall be effective unless in writing and signed by the party against whom enforcement is sought, and no waiver shall be deemed a waiver of any subsequent breach.

13.5 If any provision of these Terms is held to be invalid, illegal, or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

13.6 These Terms, together with Seller’s quotation or order acknowledgment and any other documents expressly incorporated by reference therein, constitute the entire agreement between Seller and Purchaser with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. Any offer by Seller is open for acceptance for thirty (30) days from the date of the offer, unless Seller specifies a different period or withdraws or modifies the offer prior to acceptance.