Advancement International, Ltd. / IHI Connectors®
Standard Terms and Conditions of Sale,

Product Disclaimer,

and High-Risk Application Policy
Version 3.0

1. Definitions

For purposes of these Standard Terms and Conditions of Sale, Product Disclaimer, and High-Risk Application Policy ("Terms"): "Seller" means Advancement International, Ltd., International Hydraulics, Inc. d/b/a IHI Connectors, IHI Connectors, LugsDirect, and each of their respective parent companies, subsidiaries, affiliates, successors, assigns, officers, directors, employees, agents, distributors, representatives, contractors, suppliers, insurers, and authorized resellers.

"Manufacturer" means International Hydraulics, Inc. d/b/a IHI Connectors, IHI Connectors, or any entity manufacturing Products supplied by Seller. "Authorized Supplier" means Advancement International, Ltd. when quoting, selling, supplying, distributing, fulfilling, or invoicing IHI Connectors products. "Buyer" means the purchaser of Products from Seller.

"Products" means all goods, components, assemblies, parts, tooling, samples, prototypes, engineering items, product information, documentation, website materials, and services sold or provided by Seller. "Order" means any purchase order, release, blanket order, forecast, request for quotation acceptance, electronic transaction, or other request for Products.

"Terms" means these Standard Terms and Conditions of Sale, Product Disclaimer, and High-Risk Application Policy, together with Seller's quotation and written order acknowledgment. For purposes of all disclaimers, exclusions, indemnities, liability limitations, warranty limitations, defenses, and other protections, references to "Seller," "IHI," "IHI Connectors," "Manufacturer," "Authorized Supplier," "we," "us," or "our" include all protected parties described in these Terms, collectively and individually as applicable.

2. Acceptance of Orders; Rejection of Buyer Terms

Acceptance of any Order by Seller is expressly conditioned upon Buyer's assent to these Terms. These Terms, together with Seller's quotation and written order acknowledgment, constitute the exclusive terms governing the transaction. Any term proposed by Buyer that is additional to, different from, inconsistent with, or not expressly contained in Seller's quotation, order acknowledgment, or these Terms is hereby objected to, rejected, and excluded from the parties' agreement. Without limitation, the foregoing rejection applies to:

(a) purchase order terms and conditions; (b) supplier portal terms; (c) website terms; (d) procurement manuals; (e) quality manuals; (f) supplier handbooks; (g) codes of conduct; (h) flow-down provisions; (i) vendor onboarding documents; (j) purchasing policies; (k) EDI requirements; (l) compliance requirements; (m) blanket agreements not signed by Seller; (n) customer standards; (o) customer-specific requirements; (p) any terms incorporated by reference.

References in Buyer's purchase order or other documents to websites, URLs, supplier portals, manuals, standards, procurement requirements, supplier requirements, quality requirements, compliance requirements, codes of conduct, flow-down terms, or external documents shall not incorporate such materials into the parties' agreement. Seller expressly rejects any terms that:

(a) permit cancellation; (b) permit returns; (c) permit inventory rotation; (d) permit stock balancing; (e) permit price protection; (f) permit rebates; (g) permit offsets; (h) permit deductions; (i) permit debit memos; (j) permit chargebacks; (k) impose liquidated damages; (l) impose penalties; (m) impose audit rights; (n) expand warranties; (o) expand indemnification obligations; (p) impose recall liability; (q) alter governing law or venue; or (r) otherwise conflict with these Terms.

Seller's quotation, commencement of performance, manufacture, shipment, delivery, acceptance of payment, participation in customer portals, execution of shipping documents, transmission of invoices, or any other conduct shall not constitute acceptance of Buyer's conflicting terms. If a contract is deemed formed notwithstanding the foregoing objections, the parties agree that only those terms expressly agreed to in a written document signed by an authorized officer of Seller shall apply. No employee, salesperson, customer service representative, account manager, engineer, distributor, representative, or agent of Seller shall have authority to modify these Terms. Any modification must be contained in a written document signed by an authorized officer of Seller.

3. Order of Precedence

In the event of any conflict among documents, the following order of precedence shall apply:

1. A written agreement signed by an authorized officer of Seller.

2. Seller's written order acknowledgment.

3. Seller's written quotation.

4. Manufacturer, Authorized Supplier, and Affiliate Protection

Manufacturer, Authorized Supplier, Seller affiliates, Seller distributors, Seller representatives, Seller suppliers, and all parties expressly identified in these Terms are intended third-party beneficiaries of these Terms. Each such party shall be entitled to independently enforce all protections, limitations of liability, warranty limitations, disclaimers, indemnities, payment provisions, dispute resolution provisions, and other protections contained herein, regardless of which party quoted, sold, supplied, shipped, manufactured, fulfilled, or invoiced the Products.

Buyer agrees that any claim arising from Products supplied under these Terms shall be brought solely against Seller unless prohibited by applicable law. No distributor, sales representative, reseller, dealer, marketplace provider, fulfillment provider, freight provider, contractor, agent, supplier, authorized reseller, Manufacturer, Authorized Supplier, or affiliate of Seller shall have liability greater than Seller's liability under these Terms.

International Hydraulics, Inc. d/b/a IHI Connectors is the manufacturer of IHI Connectors products. Advancement International, Ltd. is an authorized supplier of IHI Connectors products. Neither the Manufacturer nor the Authorized Supplier assumes responsibility for Buyer's product selection, system design, application engineering, regulatory compliance, installation, integration, resale, downstream distribution, or end use except to the limited extent expressly stated in a written agreement signed by an authorized officer of Seller.

Advancement International, Ltd., as Authorized Supplier, does not design, manufacture, engineer, test, certify, or control the manufacture of IHI Connectors products. To the fullest extent permitted by law, Advancement International, Ltd. shall have no liability for any claim alleging manufacturing defect, design defect, failure to warn, product certification issue, regulatory noncompliance, product performance issue, or product-related injury, damage, or loss, except to the extent caused solely by Advancement International, Ltd.'s own independent written representations or intentional misconduct.

International Hydraulics, Inc. d/b/a IHI Connectors shall not be bound by and shall have no liability for any representation, warranty, certification, approval, promise, modification, delivery commitment, commercial term, technical statement, or other communication made by any distributor, reseller, supplier, sales representative, customer, integrator, installer, or other third party unless expressly approved in a written agreement signed by an authorized officer of International Hydraulics, Inc. d/b/a IHI Connectors.

5. Any other document.

Buyer's purchase order and any terms incorporated therein shall have no precedence except to the extent expressly accepted in a written document signed by an authorized officer of Seller.

4. Manufacturer and Affiliate Protection

Manufacturer is an intended third-party beneficiary of these Terms. Manufacturer and all Seller affiliates shall be entitled to enforce all protections, limitations of liability, warranty limitations, disclaimers, indemnities, payment provisions, dispute resolution provisions, and other protections contained herein. Buyer agrees that any claim arising from Products supplied under these Terms shall be brought solely against Seller unless prohibited by applicable law. No distributor, sales representative, reseller, dealer, marketplace provider, fulfillment provider, freight provider, contractor, or agent of Seller shall have liability greater than Seller's liability under these Terms.

5. Prices

Prices are based upon costs existing on the quotation date. Seller reserves the right to adjust prices at any time to reflect increases in:

(a) raw material costs; (b) labor costs; (c) freight costs; (d) packaging costs; (e) supplier costs; (f) tariffs; (g) duties; (h) taxes; (i) governmental assessments; (j) regulatory compliance costs; (k) other costs beyond Seller's reasonable control.

Quoted prices are valid only for the period specified in the quotation. Seller may withdraw or revise quotations at any time prior to acceptance.

6. Payment Terms

Payment terms shall be as stated on Seller's quotation, invoice, or order acknowledgment. Payment shall be made in U.S. Dollars unless otherwise specified by Seller. Buyer shall pay all invoices without offset, deduction, withholding, chargeback, debit memo, recoupment, counterclaim, or setoff. Any dispute concerning an invoice shall not excuse timely payment of undisputed amounts. Seller may apply payments to any outstanding invoice in its sole discretion.

7. Collection Costs and Interest

Past due balances shall accrue interest at the lesser of:

(a) two percent (2.0%) per month; or (b) the maximum rate permitted by law.

Buyer shall reimburse Seller for all collection costs, attorneys' fees, expert fees, court costs, litigation expenses, and collection agency fees incurred in collecting amounts owed.

8. Order Acceptance

No Order shall be binding until accepted in writing by Seller. Seller reserves the right to reject any Order in whole or in part for any reason. Seller may allocate inventory, production capacity, and materials among customers in its sole discretion.

9. Orders Are Final; No Cancellation

All Orders accepted by Seller are final. Except as expressly provided herein, all Orders are non-cancelable and non-returnable. Upon acceptance of an Order, Seller may immediately commit labor, materials, production capacity, tooling, engineering resources, supplier commitments, and manufacturing resources in reliance upon the Order. Buyer shall have no right to cancel, suspend, delay, reduce, reschedule, terminate, or otherwise modify any accepted Order without Seller's prior written consent. Any attempted cancellation, suspension, reduction, delay, or modification shall constitute a material breach of contract. In the event Buyer refuses delivery, delays shipment, fails to provide shipping instructions, fails to accept delivery, becomes insolvent, or otherwise breaches its obligations, Buyer shall remain liable for the full contract price together with all resulting damages, storage charges, carrying costs, collection costs, attorneys' fees, supplier cancellation charges, and interest.

10. Custom Products; Tooling

Products manufactured to Buyer's specifications, custom products, special-order products, private-label products, customer-specific inventory, products requiring tooling, products requiring engineering services, products requiring qualification, products requiring supplier commitments, and products requiring dedicated production capacity are immediately non-cancelable upon Order acceptance. Buyer shall be responsible for all costs incurred in connection with such Products, including:

(a) raw materials; (b) work-in-process; (c) finished goods; (d) tooling; (e) engineering costs; (f) supplier commitments; (g) storage costs; (h) carrying costs; (i) reasonable overhead allocations.

Seller retains all rights in tooling, dies, molds, fixtures, drawings, and manufacturing methods unless otherwise agreed in a written agreement signed by an authorized officer of Seller.

11. Delivery

Delivery dates are estimates only and are not guaranteed. Time is not of the essence. Seller shall not be liable for any delay in manufacture, shipment, delivery, performance, or fulfillment. Delay shall not constitute a breach of contract and shall not entitle Buyer to:

(a) cancel an Order; (b) reject Products; (c) offset payments; (d) assess penalties; (e) impose liquidated damages; (f) issue debit memos; (g) issue chargebacks; (h) procure substitute products at Seller's expense; or (i) recover damages.

Seller may make delivery in advance of scheduled delivery dates.

12. Partial Shipments

Seller may make shipments in installments. Each shipment shall constitute a separate sale and transaction. Delay in, shortage of, defect in, or dispute relating to any shipment shall not affect Buyer's obligation to accept and pay for any other shipment. Seller may invoice each shipment separately.

13. Title and Risk of Loss

Unless otherwise expressly agreed in writing by Seller, all shipments are FOB Origin (Aurora, Ohio, Mentor, Ohio, or other Seller-designated shipping location). Risk of loss transfers to Buyer upon delivery to the carrier. Title transfers only upon full payment of all amounts owed by Buyer. Seller retains:

(a) a purchase-money security interest; (b) a possessory lien; (c) all other rights available under applicable law.

in all Products, materials, tooling, work-in-process, and finished goods until all obligations owed by Buyer have been paid in full. Buyer authorizes Seller to file financing statements and related documents necessary to perfect such interests.

14. Inspection and Acceptance

Buyer shall inspect all Products immediately upon receipt. Claims for shortages, visible damage, nonconformance, shipping discrepancies, or defects must be submitted in writing within ten (10) calendar days after receipt. Claims relating to invoicing errors must be submitted within thirty (30) calendar days after invoice date. Failure to provide written notice within the applicable period constitutes:

(a) irrevocable acceptance; (b) waiver of all claims; (c) acknowledgment that Products conform to contract requirements.

Products that have been:

(a) installed; (b) modified; (c) incorporated into assemblies; (d) processed; (e) resold; (f) distributed; or (g) placed into service.

shall be deemed accepted.

15. Returns; Non-Cancelable and Non-Returnable Products

Except as expressly provided herein, all sales are final. Orders with a total invoiced value exceeding One Thousand Dollars ($1,000.00) are non-cancelable and non-returnable. Orders with a total invoiced value of One Thousand Dollars ($1,000.00) or less may be eligible for return solely upon Seller's prior written approval and issuance of a Return Material Authorization ("RMA"). Submission of an RMA request does not obligate Seller to approve any return. To qualify for return consideration, Buyer must:

(a) submit a return request within thirty (30) days after shipment; (b) obtain an RMA number before returning any Product; (c) return the Product within the period specified by Seller; (d) return the Product in new, unused, undamaged, and resalable condition; (e) return the Product in its original packaging; (f) return all documentation, labels, hardware, and accessories.

Seller shall determine in its sole discretion whether returned Products satisfy these requirements. Products failing inspection may be rejected and returned to Buyer at Buyer's expense. Approved returns are subject to:

(a) a minimum restocking charge of twenty-five percent (25%) of the original purchase price; (b) reimbursement of Seller's original outbound freight, packaging, insurance, handling, and transportation charges; (c) payment by Buyer of all return freight, packaging, insurance, handling, and transportation charges.

No credit shall be issued until Products have been received and inspected by Seller. Unauthorized returns may be:

(a) refused; (b) discarded; or (c) returned to Buyer at Buyer's expense.

Returns made without Seller's prior written notice and authorization, including returns without a valid RMA number, may incur a processing charge equal to ten percent (10%) of the original purchase price, in addition to any restocking charge, freight, packaging, insurance, handling, transportation, inspection, storage, disposal, or other fees or costs associated with the return.

Seller's approval of any return, exception, accommodation, waiver, credit, refund, or deviation from this Section shall not constitute a course of dealing, amendment, waiver, or precedent and shall not obligate Seller to approve any future return, credit, refund, or accommodation. Custom products, special-order products, non-stock products, customer-specific products, modified products, cut-to-length products, tooling, dies, fixtures, engineering products, and products manufactured or procured specifically for Buyer are non-cancelable and non-returnable regardless of Order value.

16. Inventory Rotation; Excess Inventory

Buyer shall have no right to:

(a) return inventory; (b) rotate inventory; (c) balance inventory; (d) exchange inventory; (e) transfer inventory; (f) liquidate inventory through Seller; (g) receive credit for excess inventory; (h) receive credit for obsolete inventory; (i) receive credit for forecasted inventory; (j) receive credit due to customer cancellations; or (k) receive credit due to demand reductions.

No inventory rotation, stock balancing, excess inventory program, return-for-credit program, or similar arrangement shall apply unless expressly agreed in a written agreement signed by an authorized officer of Seller.

17. No Price Protection

Buyer shall have no right to:

(a) retroactive price adjustments; (b) rebates; (c) refunds; (d) credits; (e) inventory revaluation; (f) most-favored-customer treatment; (g) market price adjustments; or (h) price protection.

unless expressly agreed in a written agreement signed by an authorized officer of Seller.

18. No Setoff

Buyer shall pay all invoices in full without:

(a) offset; (b) deduction; (c) withholding; (d) recoupment; (e) chargeback; (f) debit memo; (g) counterclaim; or (h) setoff.

Any disputed amount shall be pursued separately and shall not excuse timely payment.

19. Limited Warranty

Seller warrants solely that Products will be free from defects in material and workmanship for a period of one (1) year from the date of shipment. This warranty applies only to the original purchaser. This warranty is conditioned upon:

(a) proper storage; (b) proper handling; (c) proper installation; (d) proper maintenance; (e) normal use; (f) compliance with all applicable instructions, specifications, and requirements.

This warranty is exclusive and in lieu of all other warranties, whether express, implied, statutory, or otherwise, including:

(a) merchantability; (b) fitness for a particular purpose; (c) non-infringement; (d) course of dealing; (e) course of performance; (f) trade usage.

Seller does not warrant:

(a) customer designs; (b) customer specifications; (c) application suitability; (d) regulatory compliance; (e) code compliance; (f) system compatibility; (g) end-product performance; or (h) compliance with customer-specific requirements.

20. Warranty Exclusions; Storage and Environmental Conditions

The limited warranty applies only to defects in material and workmanship existing at the time of shipment. The warranty does not apply to:

(a) normal aging; (b) oxidation; (c) tarnishing; (d) discoloration; (e) patina formation; (f) cosmetic changes; (g) corrosion; (h) surface oxidation of copper; (i) surface oxidation of brass; (j) surface oxidation of aluminum; (k) surface oxidation of plated surfaces; (l) rust, corrosion, staining, oxidation, or discoloration of steel screws, fasteners, hardware, or accessories; (m) environmental exposure; (n) humidity; (o) condensation; (p) precipitation; (q) rain; (r) saltwater; (s) seawater; (t) salt air; (u) corrosive atmospheres; (v) chemical exposure; (w) industrial contaminants; (x) fertilizers; (y) cleaning chemicals; or (z) other corrosive substances.

The warranty further excludes:

(a) improper storage; (b) improper transportation; (c) improper handling; (d) improper packaging; (e) improper installation; (f) improper maintenance; (g) misuse; (h) abuse; (i) neglect; (j) overload; (k) modification; (l) alteration; (m) products stored for more than twelve (12) months after shipment; (n) products installed more than twelve (12) months after shipment.

Buyer acknowledges that copper, aluminum, brass, platings, coatings, and steel hardware naturally tarnish, oxidize, discolor, corrode, and age over time depending upon storage and environmental conditions. Buyer is solely responsible for storing Products in a clean, dry, climate-controlled environment protected from moisture, humidity, precipitation, corrosive atmospheres, salt exposure, seawater exposure, chemical exposure, contamination, and similar conditions. Products should be installed within twelve (12) months following shipment. Products stored or installed beyond such period are used entirely at Buyer's risk. Surface tarnishing, oxidation, discoloration, patina formation, cosmetic deterioration, corrosion, or rust that does not materially impair the intended electrical or mechanical function of the Product shall not constitute a defect in material or workmanship and shall not give rise to a warranty claim.

21. Warranty Remedy

Upon Seller's verification of a valid warranty claim, Seller's sole obligation and Buyer's exclusive remedy shall be, at Seller's option:

(a) repair of the Product; (b) replacement of the Product; (c) issuance of a credit; or (d) refund of the purchase price attributable to the affected Product.

Seller shall have no obligation to remove, uninstall, inspect in the field, reinstall, replace system components, provide labor, provide engineering services, provide field service, or reimburse any related costs. Any repaired or replacement Product shall be warranted only for the remainder of the original warranty period. The warranty period shall not be extended, renewed, restarted, revived, or tolled by any repair, replacement, credit, refund, inspection, investigation, testing, communication, or attempted corrective action.

22. Exclusive Remedy

The remedies set forth in these Terms are Buyer's sole and exclusive remedies. The failure of any remedy to achieve its essential purpose shall not invalidate, impair, or affect:

(a) any disclaimer; (b) any exclusion of damages; (c) any limitation of liability; (d) any indemnification obligation; (e) any venue provision; (f) any governing law provision; or (g) any other risk-allocation provision contained herein.

23. Limitation of Liability

To the fullest extent permitted by law, Seller shall not be liable for:

(a) lost profits; (b) lost revenue; (c) lost business; (d) loss of goodwill; (e) loss of opportunity; (f) loss of production; (g) loss of use; (h) business interruption; (i) downtime; (j) labor costs; (k) field service costs; (l) removal costs; (m) reinstallation costs; (n) replacement costs; (o) procurement of substitute goods; (p) cover costs; (q) recall costs; (r) warranty costs; (s) chargebacks; (t) debit memos; (u) penalties; (v) liquidated damages; (w) incidental damages; (x) consequential damages; (y) special damages; (z) exemplary damages; or (aa) punitive damages.

These exclusions apply regardless of:

(a) the legal theory asserted; (b) whether the claim sounds in contract, warranty, tort, negligence, strict liability, contribution, indemnity, statute, or otherwise; (c) whether Seller has been advised of the possibility of such damages.

Buyer acknowledges that the limitations of liability and exclusions of damages contained herein are material terms of the parties' agreement and form an essential basis of the bargain.

24. Liability Cap

The aggregate liability of Seller arising out of or relating to any Order, Product, quotation, shipment, transaction, or relationship between the parties shall not exceed the amount actually paid by Buyer for the specific Product giving rise to the claim. This limitation applies regardless of the number of claims, theories of recovery, claimants, or legal causes of action asserted.

25. Product Recalls

Buyer shall not initiate, participate in, conduct, or voluntarily undertake any:

(a) recall; (b) field action; (c) corrective action; (d) market withdrawal; (e) customer notification; or (f) similar action.

involving Products supplied by Seller without Seller's prior written consent, except where required by applicable law. Seller shall have no liability for any recall-related costs, expenses, damages, penalties, obligations, settlements, judgments, or corrective actions undertaken without Seller's prior written approval.

26. Technical Information; No Engineering Services

Any recommendations, specifications, engineering assistance, drawings, calculations, testing information, performance information, technical advice, application suggestions, samples, prototypes, product information, website information, catalog information, CAD files, STEP files, or similar information provided by Seller are provided solely as a convenience and for informational purposes only.

Seller does not provide professional engineering services, design services, safety analysis, regulatory advice, certification services, or application approval unless expressly stated in a written agreement signed by an authorized officer of Seller. Buyer remains solely responsible for determining suitability of Products for Buyer's intended application and Seller assumes no responsibility for Buyer's reliance upon such information.

No statement, sample, drawing, prototype, quotation, catalog data, website information, technical assistance, or communication from Manufacturer, Authorized Supplier, distributor, sales representative, or any other party shall expand Seller's obligations or create any warranty, representation, certification, approval, design responsibility, or liability unless expressly agreed in a written agreement signed by an authorized officer of Seller.

27. Component Products; Buyer Responsibility for End Use

Products supplied by Seller are component parts only. Products are not complete systems, finished products, safety devices, fail-safe devices, end-use applications, or certified assemblies unless expressly stated in a written agreement signed by an authorized officer of Seller.

Buyer is solely responsible for the design, testing, validation, qualification, certification, integration, installation, operation, maintenance, warnings, labeling, instructions, manuals, inspection intervals, training materials, resale, downstream communications, regulatory compliance, and safe operation of any product, assembly, equipment, system, or application incorporating Seller's Products.

Buyer is solely responsible for determining all warnings, labels, instructions, manuals, safety notices, installation procedures, maintenance requirements, and end-user communications required for Buyer's products, systems, equipment, applications, and markets. Seller has no duty to warn Buyer's customers, end users, installers, integrators, contractors, or other downstream parties regarding Buyer's products, systems, applications, or end uses.

28. Testing and Validation

Buyer shall independently inspect, test, evaluate, validate, qualify, certify, approve, and verify all Products under actual operating conditions before installation, resale, integration, commercial use, or incorporation into any product, assembly, system, or equipment.

Buyer acknowledges that Product performance may vary depending upon installation, assembly, torque, conductor size, voltage, current, load, duty cycle, vibration, shock, contamination, moisture, humidity, chemicals, temperature, corrosion, plating condition, environmental exposure, maintenance practices, storage conditions, system design, misuse, modification, and other conditions outside Seller's control.

Buyer assumes all responsibility for ensuring that Products satisfy the requirements of Buyer's intended application, system, equipment, installation, resale, or end use.

29. Product Disclaimer and High-Risk Application Policy

Unless expressly approved in a separate written agreement signed by an authorized officer of International Hydraulics, Inc. d/b/a IHI Connectors, Products shall not be used, resold for use, specified for use, or incorporated into any prohibited, restricted, high-risk, safety-critical, life-safety, medical, military, aerospace, aviation, nuclear, autonomous, critical-infrastructure, or special-risk application.

Without limitation, prohibited and high-risk applications include: life-support systems; medical devices; medical monitoring equipment; diagnostic equipment; implantable devices; military applications; defense applications; weapons systems; ammunition, explosives, or munitions systems; nuclear facilities, systems, or equipment; aerospace systems; aviation systems; aircraft; spacecraft; satellites; autonomous vehicle safety systems; autonomous equipment safety systems; drones or unmanned aerial systems; railway, transit, or transportation safety systems; emergency shutdown systems; fire suppression, fire alarm, or life-safety systems; power grid, utility, or critical infrastructure systems; safety-critical applications; applications requiring fail-safe performance; applications subject to special governmental, military, aviation, medical, nuclear, or safety certifications; or any application where Product failure, malfunction, improper installation, degradation, corrosion, misuse, or inability to use a Product could result in death, bodily injury, environmental harm, substantial economic loss, or significant property damage.

Products are not priced, designed, manufactured, tested, certified, approved, labeled, or insured for such applications. Any such use is strictly prohibited unless expressly authorized as stated above and is solely at Buyer's risk.

Seller's acceptance of an Order, shipment of Product, review of drawings, provision of technical information, quotation, acknowledgment, fulfillment of an Order, or knowledge of Buyer's intended use shall not constitute approval of any prohibited or high-risk application by Manufacturer, Authorized Supplier, or any other protected party.

Products are sold for commercial, industrial, and business use only and are not intended for consumer, household, personal, family, or residential use. Buyer shall not resell, distribute, market, or represent Products as consumer goods or as suitable for consumer, household, personal, family, or residential use without prior written approval signed by an authorized officer of Seller.

30. High-Risk Application Indemnity

Buyer shall defend, indemnify, and hold harmless Seller, Manufacturer, Authorized Supplier, and all protected parties identified in these Terms from and against any and all claims, liabilities, losses, damages, judgments, settlements, penalties, fines, recalls, corrective actions, costs, expenses, and attorneys' fees arising out of or relating to any prohibited, restricted, high-risk, unauthorized, or downstream use of Products.

This indemnification includes, without limitation, claims arising out of or relating to Buyer's selection, design, testing, certification, installation, integration, resale, distribution, modification, labeling, relabeling, repackaging, representations, warnings, instructions, system design, product design, failure to provide adequate warnings or instructions, failure to flow down these Terms, or failure to comply with applicable law.

This indemnity applies regardless of whether the claim is asserted by Buyer, Buyer's customer, an end user, a governmental authority, or any third party, and regardless of whether the claim is asserted against Manufacturer, Authorized Supplier, Seller, or any other protected party. Such indemnification obligations shall survive shipment, acceptance, payment, termination, cancellation, and completion of performance.

31. Regulatory Compliance; No Special Certifications

Buyer is solely responsible for determining whether Products satisfy any federal, state, local, international, industry, customer-specific, safety, environmental, electrical, certification, regulatory, code, listing, or approval requirement applicable to Buyer's products, systems, assemblies, applications, markets, resale, installation, or end use.

Seller makes no representation or warranty that any Product complies with any particular law, regulation, code, standard, certification, listing, approval, customer specification, or end-use requirement unless expressly stated in a written document signed by an authorized officer of Seller.

Unless expressly stated in a written agreement signed by an authorized officer of Seller, Products are not represented as compliant with any industry-specific, military, aerospace, aviation, medical, nuclear, automotive, railway, safety, environmental, governmental, or regulatory standard, specification, approval, certification, or qualification.

No approval, certification, or compliance representation may be implied from the sale, supply, distribution, quotation, acknowledgment, shipment, catalog listing, website listing, technical discussion, or provision of any Product information.

32. Product Standards

To the extent expressly stated in Manufacturer's published specifications existing at the time of shipment, Products may be manufactured to certain industry standards. Except as expressly stated in a written document signed by an authorized officer of Seller, Seller does not warrant compliance with any particular code, regulation, standard, certification, approval, customer requirement, or end-use requirement.

33. Engineering Files

CAD models, STEP files, drawings, dimensional information, technical data, specifications, catalogs, engineering documents, application examples, renderings, and similar materials are provided solely for convenience. Buyer shall independently verify all:

(a) dimensions; (b) tolerances; (c) fit; (d) function; (e) clearances; (f) performance characteristics; (g) compatibility; (h) application suitability.

before production use. Seller shall not be liable for damages arising from reliance upon such information.

34. Informational Materials

Catalogs, brochures, websites, drawings, specifications, technical information, photographs, renderings, CAD models, STEP files, dimensional data, application examples, and marketing materials are provided solely for informational purposes. Such materials do not constitute warranties, guarantees, engineering approvals, design approvals, certifications, representations, or contractual commitments unless expressly incorporated into a written agreement signed by an authorized officer of Seller.

35. Samples and Prototype Products

Samples, prototypes, first articles, qualification units, engineering samples, development units, and pre-production units are provided solely for evaluation purposes. Such Products may not represent final production specifications. Unless otherwise agreed in writing, samples and prototypes are provided without warranty. Buyer assumes all risk associated with the use of samples and prototypes.

Seller may accept Orders in small quantities in Seller's discretion. Seller does not provide free samples unless expressly agreed in writing by Seller. Any samples, evaluation units, prototypes, first articles, qualification units, development units, pre-production units, or low-quantity Orders are subject to these Terms.

36. Customer Specifications

Seller shall be entitled to rely upon any drawing, print, specification, sample, instruction, approval, engineering change, revision, or technical information supplied by Buyer. Buyer assumes full responsibility for the adequacy, accuracy, completeness, legality, and suitability of such information. Seller shall have no responsibility for defects, failures, regulatory issues, intellectual property claims, or damages arising from compliance with Buyer's specifications.

37. Intellectual Property Indemnification by Buyer

Buyer shall defend, indemnify, and hold harmless Seller against any claim alleging that Products manufactured in accordance with Buyer's drawings, specifications, instructions, designs, or requirements infringe any:

(a) patent; (b) copyright; (c) trademark; (d) trade secret; or (e) other intellectual property right.

38. General Indemnification

Buyer shall defend, indemnify, and hold harmless Seller, Manufacturer, Authorized Supplier, and all other protected parties from and against any claim, liability, loss, damage, judgment, settlement, penalty, cost, expense, or attorneys' fee arising from:

(a) Buyer's specifications; (b) Buyer's designs; (c) Buyer's misuse of Products; (d) modification of Products; (e) incorporation of Products into Buyer's assemblies or systems; (f) failure to follow instructions or specifications; (g) Buyer's negligence; (h) Buyer's misconduct; (i) Buyer's breach of these Terms; (j) Buyer's violation of law; (k) Buyer's resale, distribution, labeling, relabeling, repackaging, installation, or downstream supply of Products; (l) Buyer's failure to provide adequate warnings, instructions, testing, maintenance, or safeguards; (m) Buyer's failure to flow down these Terms; or (n) any inconsistent, unauthorized, misleading, incomplete, or inaccurate representation by Buyer or any downstream party.

39. Force Majeure

Seller shall not be liable for any failure, delay, interruption, shortage, inability to perform, increased cost, or other impairment caused directly or indirectly by events beyond Seller's reasonable control.

Such events include, without limitation:

(a) acts of God; (b) flood; (c) fire; (d) earthquake; (e) severe weather; (f) epidemic; (g) pandemic; (h) disease outbreak; (i) labor dispute; (j) strike; (k) lockout; (l) labor shortage; (m) supplier failure; (n) subcontractor failure; (o) transportation interruption; (p) freight carrier interruption; (q) utility interruption; (r) power outage; (s) internet outage; (t) cyberattack; (u) ransomware event; (v) governmental action; (w) regulation; (x) embargo; (y) sanction; (z) tariff; (aa) war; (bb) terrorism; (cc) civil unrest; (dd) shortage of labor (ee) shortage of materials; (ff) shortage of components; (gg) shortage of energy; (hh) equipment failure; or (ii) any similar cause beyond Seller's reasonable control.

Seller may allocate inventory, materials, labor, production capacity, and deliveries among customers in its sole discretion.

Force majeure shall not relieve Buyer of payment obligations for Products already delivered or completed.

40. Intellectual Property

All tooling, dies, molds, fixtures, drawings, specifications, software, know-how, trade secrets, copyrights, trademarks, service marks, trade dress, product designs, engineering data, manufacturing methods, proprietary processes, documentation, and intellectual property associated with the Products are and shall remain the exclusive property of Seller or Seller's licensors.

No sale of Products transfers any ownership interest in any intellectual property.

Buyer acquires only the limited right to use purchased Products for their intended purpose.

IHI®, IHI Connectors®, International Hydraulics®, LugsDirect®, and all associated trademarks, logos, branding, and trade dress are proprietary property and may not be used without prior written authorization.

41. Reverse Engineering Prohibited

Buyer shall not, directly or indirectly:

(a) reverse engineer; (b) decompile; (c) disassemble; (d) chemically analyze; (e) copy; (f) reproduce; (g) duplicate; (h) derive manufacturing methods from; (i) create derivative products from; or (j) otherwise exploit.

any Product, tooling, design, drawing, specification, manufacturing process, or proprietary information of Seller except as expressly authorized in writing.

Nothing in this Section shall prohibit activities that applicable law expressly prohibits Seller from restricting.

42. Confidentiality

Buyer shall maintain as confidential all non-public information received from Seller, including:

(a) quotations; (b) pricing; (c) engineering information; (d) technical information; (e) tooling information; (f) manufacturing methods; (g) supplier information; (h) business plans; (i) forecasts; (j) specifications; (k) proprietary information.

Buyer shall not disclose such information to third parties without Seller's prior written consent.

The obligations of this Section shall survive termination of the parties' relationship.

43. Forecasts

Any forecast, estimate, planning schedule, blanket order, release schedule, projection, anticipated demand communication, or similar communication provided by Buyer is for planning purposes only.

Such communications shall not create any obligation on the part of Seller to:

(a) reserve capacity; (b) maintain inventory; (c) procure materials; (d) reserve labor (e) reserve production time; or (f) supply Products.

except pursuant to an Order accepted by Seller.

44. Product Changes; Reservation of Rights

Seller reserves the right at any time to modify designs, specifications, dimensions, materials, finishes, plating, manufacturing processes, suppliers, sources of supply, packaging, labeling, certifications, testing methods, product markings, documentation, pricing, availability, and product offerings without notice, provided that the modified Product substantially performs the same intended function as the originally ordered Product.

Such changes shall not constitute a defect, nonconformance, breach of contract, grounds for rejection, grounds for return, grounds for cancellation, or grounds for damages. Buyer is responsible for confirming current Product information, specifications, and suitability before purchase, installation, resale, or use.

45. Product Obsolescence and Discontinuance

Seller reserves the right at any time to:

(a) discontinue Products; (b) replace Products; (c) supersede Products; (d) redesign Products; (e) modify Products; or (f) obsolete Products.

Seller shall have no obligation to continue manufacturing, stocking, supporting, servicing, or supplying any Product unless expressly agreed in a written agreement signed by an authorized officer of Seller.

46. Seller's Right to Cancel or Suspend Performance

Seller may cancel, suspend, delay, refuse shipment, refuse performance, or terminate any Order without liability if:

(a) Buyer breaches these Terms; (b) Buyer fails to make timely payment; (c) Buyer becomes insolvent; (d) Buyer files for bankruptcy protection; (e) a bankruptcy proceeding is filed against Buyer; (f) Seller reasonably believes payment is insecure; (g) compliance with law prevents performance; (h) force majeure impairs performance; or (i) circumstances beyond Seller's reasonable control materially impair performance.

Such actions shall not constitute breach of contract.

Unless otherwise agreed in writing by Seller, Orders not subject to NCNR terms that remain unpaid for two (2) weeks after Order placement may be cancelled by Seller without liability. Products reserved for Orders that remain unpaid for two (2) weeks after issuance or receipt of a proforma invoice may be reallocated to other customers in Seller's sole discretion. After such period, Seller shall not be obligated to maintain original ship dates, due dates, allocations, reservations, pricing, or inventory availability.

47. Financial Insecurity

If Seller reasonably determines that Buyer's financial condition has become impaired or that payment is insecure, Seller may require:

(a) advance payment; (b) cash payment; (c) adequate assurance of performance; (d) additional security; (e) accelerated payment terms; or (f) suspension of performance.

without liability.

Failure to provide adequate assurance within ten (10) days after request shall constitute a material breach.

48. Audits

Buyer shall have no right to inspect, audit, review, copy, examine, or access:

(a) books; (b) records; (c) pricing information; (d) cost information; (e) facilities; (f) systems; (g) processes; (h) suppliers; or (i) subcontractors.

of Seller except pursuant to a separately executed written agreement signed by an authorized officer of Seller.

49. Export Controls, Tariffs, Duties, and Taxes

Buyer shall be solely responsible for all:

(a) duties; (b) tariffs; (c) customs charges; (d) brokerage fees; (e) import fees; (f) export fees; (g) taxes; (h) assessments; (i) governmental charges.

arising from shipment, importation, exportation, resale, or use of Products.

Buyer shall comply with all applicable export control laws, sanctions laws, import laws, trade regulations, and governmental requirements.

Any tariff, duty, surcharge, governmental assessment, customs charge, trade restriction, or similar governmental action imposed after quotation may be added to the purchase price and paid by Buyer.

International shipments refused, abandoned, unclaimed, rejected by customs authorities, or otherwise not accepted by Buyer shall be deemed accepted and shall not be eligible for return, refund, credit, or replacement.

50. Clerical Errors

Seller reserves the right to correct at any time any:

(a) clerical error (b) typographical error (c) pricing error (d) specification error (e) calculation error (f) data-entry error (g) website error (h) catalog error; or (i) administrative error.

Seller shall not be bound by obvious errors or mistakes.

51. Product Liability Insurance Disclaimer for High-Risk Uses

Products are not priced, designed, manufactured, tested, certified, approved, labeled, or insured for the high-risk applications identified in Section 29.

Seller does not maintain product liability insurance intended to defend or satisfy bodily injury, death, property damage, environmental damage, or similar claims arising from prohibited, restricted, high-risk, safety-critical, life-safety, medical, military, aerospace, aviation, nuclear, autonomous, critical-infrastructure, or other special-risk applications.

Any party using, integrating, distributing, reselling, specifying, installing, or permitting the use of Products in such applications assumes all resulting risks, responsibilities, and liabilities, including liability for claims asserted against International Hydraulics, Inc. d/b/a IHI Connectors, Advancement International, Ltd., and any other protected party.

52. Electronic Communications

The parties agree that quotations, acknowledgments, purchase orders, invoices, approvals, notices, communications, and related documents may be transmitted electronically.

Electronic communications shall have the same force and effect as original written documents.

Electronic records may be used as evidence in any proceeding relating to the parties' transactions.

53. Acceptance of Terms

These Terms, together with Seller's quotation and written order acknowledgment, constitute the exclusive terms governing the transaction. Buyer's:

(a) issuance of a purchase order; (b) acceptance of a quotation; (c) acceptance of any shipment; (d) payment of any invoice; (e) acceptance of Products; (f) use of Products; (g) resale of Products; (h) distribution of Products; or (i) failure to object in writing within five (5) business days after receipt of these Terms.

shall constitute acceptance of these Terms and Conditions of Sale. Any conflicting or additional terms proposed by Buyer are expressly rejected.

54. Supplier Flow-Down Terms; Buyer Representations

No customer terms, supplier manuals, procurement requirements, quality manuals, supplier handbooks, portal requirements, codes of conduct, compliance requirements, customer standards, flow-down provisions, purchasing policies, vendor onboarding requirements, ESG requirements, cybersecurity requirements, sustainability requirements, or similar documents shall apply unless expressly accepted in a written agreement signed by an authorized officer of Seller. References in Buyer's purchase order or other documents to websites, supplier portals, manuals, standards, policies, handbooks, or external documents shall not incorporate such materials into the parties' agreement. Seller's participation in any customer portal, EDI system, procurement platform, supplier registration process, onboarding process, compliance program, or similar system shall not constitute acceptance of any such terms.

Buyer shall communicate, incorporate, and flow down these Terms, including all prohibited-use restrictions, warranty limitations, indemnity obligations, limitations of liability, technical-information disclaimers, component-product provisions, and product-disclaimer provisions, to Buyer's customers, resellers, distributors, integrators, installers, original equipment manufacturers, contractors, and end users.

Buyer shall not advertise, market, label, resell, distribute, specify, install, or represent any Product in a manner inconsistent with these Terms, Seller's published specifications, or applicable Product documentation. Buyer shall not represent that any Product is approved, certified, recommended, warranted, suitable, or insured for any high-risk, safety-critical, medical, military, aerospace, aviation, nuclear, autonomous, life-safety, or other restricted application unless Buyer has obtained express written approval signed by an authorized officer of International Hydraulics, Inc. d/b/a IHI Connectors.

55. Cumulative Remedies

All rights and remedies of Seller are cumulative and in addition to all rights and remedies available at law, in equity, or under applicable statute. The exercise of any right or remedy shall not preclude the exercise of any other right or remedy. No delay or failure by Seller to exercise any right shall constitute a waiver of that right.

56. Survival

The following provisions shall survive shipment, delivery, acceptance, payment, cancellation, termination, expiration, completion of performance, and the parties' business relationship:

(a) payment obligations; (b) collection rights; (c) confidentiality obligations; (d) intellectual property rights; (e) warranty limitations; (f) warranty exclusions; (g) indemnification obligations; (h) limitations of liability; (i) liability caps; (j) dispute resolution provisions; (k) governing law provisions; (l) venue provisions; (m) attorneys' fee provisions; (n) audit restrictions; (o) website-use restrictions; (p) account-security obligations; (q) tax and exemption obligations; (r) site-license restrictions; (s) all provisions intended by their nature to survive.

57. No Third-Party Beneficiaries

Except for:

(a) Manufacturer; (b) Seller affiliates; (c) Seller distributors; (d) Seller representatives; (e) Seller suppliers; (f) parties expressly identified in these Terms.

nothing contained herein shall create or confer any rights, claims, remedies, or benefits upon any third party.

58. Commercial Sophistication

Buyer acknowledges and agrees that:

(a) Buyer is a sophisticated commercial entity; (b) Buyer has experience purchasing industrial products; (c) Buyer has had the opportunity to consult legal counsel regarding these Terms; (d) Buyer understands the allocation of risks set forth herein; (e) these Terms represent a commercially reasonable allocation of risks between the parties.

Buyer further acknowledges that pricing for Products reflects the risk allocation contained in these Terms.

59. Waiver of Jury Trial

To the fullest extent permitted by law, Buyer and Seller knowingly, voluntarily, intentionally, and irrevocably waive any right to trial by jury in any action, proceeding, claim, counterclaim, dispute, or litigation arising out of or relating to:

(a) any quotation; (b) any Order; (c) any Product; (d) any shipment; (e) any transaction; or (f) these Terms.

The parties acknowledge that this waiver is a material inducement to enter into the transaction.

60. Waiver of Class Actions

Buyer may bring claims against Seller only in its individual capacity. Buyer shall not participate as:

(a) a class representative; (b) a class member; (c) a private attorney general; (d) a representative plaintiff; or (e) a participant in any collective, consolidated, coordinated, or class proceeding.

against Seller.

61. Limitations Period

Any claim, action, proceeding, lawsuit, demand, arbitration, or other dispute arising out of or relating to:

(a) any quotation; (b) any Order; (c) any Product; (d) any shipment; (e) any transaction; or (f) these Terms.

must be commenced within one (1) year after the event giving rise to the claim. Any claim not commenced within such period shall be permanently barred.

62. Governing Law

These Terms and all transactions between Buyer and Seller shall be governed exclusively by the laws of the State of Ohio, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

63. Venue

Any action, proceeding, lawsuit, or dispute arising out of or relating to these Terms, any quotation, any Order, any Product, any shipment, or any transaction between Buyer and Seller shall be brought exclusively in:

(a) the state courts located in Lake County, Ohio; or (b) the federal courts having jurisdiction over Lake County, Ohio.

Buyer irrevocably:

(a) submits to such jurisdiction; (b) waives objections to venue; (c) waives objections based upon forum non conveniens; (d) consents to service of process as permitted by applicable law.

64. Attorneys' Fees

Seller shall be entitled to recover from Buyer all:

(a) attorneys' fees; (b) expert witness fees; (c) consultant fees; (d) collection costs; (e) court costs; (f) litigation expenses; (g) arbitration expenses; (h) enforcement costs.

incurred in enforcing Seller's rights or collecting amounts owed by Buyer. Such amounts shall be recoverable in addition to all other remedies available to Seller.

65. Severability

If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, unenforceable, or void, the remaining provisions shall remain in full force and effect. Any invalid provision shall be modified and enforced to the maximum extent permitted by law so as to most closely effectuate the original intent of the parties.

66. Entire Agreement

These Terms, together with Seller's quotation and written order acknowledgment, constitute the complete and exclusive agreement between Buyer and Seller regarding the transaction. These documents supersede all prior and contemporaneous:

(a) discussions; (b) negotiations; (c) understandings; (d) representations; (e) communications; (f) agreements; (g) documents.

whether oral or written. Buyer acknowledges that it has not relied upon any statement, representation, promise, or warranty not expressly contained herein.

67. Amendments and Waivers

No amendment, modification, supplement, waiver, deviation, exception, or change to these Terms shall be valid unless contained in a written document signed by an authorized officer of Seller. No waiver of any breach shall constitute a waiver of any prior, concurrent, or subsequent breach. No course of dealing, course of performance, trade usage, prior accommodation, prior return authorization, prior credit issuance, prior exception, or prior waiver shall modify these Terms or create any obligation on the part of Seller.

68. Seller Definition, Applicability, and No Limitation of Other Rights

For purposes of all limitations of liability, warranty limitations, indemnities, defenses, exclusions, disclaimers, protections, and dispute resolution provisions contained herein, the term "Seller" shall include Advancement International, Ltd.; International Hydraulics, Inc.; International Hydraulics, Inc. d/b/a IHI Connectors; IHI Connectors; LugsDirect; their parent companies; subsidiaries; affiliates; successors; assigns; officers; directors; employees; agents; distributors; representatives; contractors; suppliers; insurers; licensors; and authorized resellers.

All such parties shall be entitled to enforce these Terms as intended beneficiaries. The rights, remedies, disclaimers, exclusions, limitations, and protections stated in these Terms are cumulative and in addition to, and not in limitation of, any rights, remedies, disclaimers, exclusions, limitations, or protections available under Seller's quotation, order acknowledgment, invoice, written agreement, or applicable law. No statement in these Terms shall be construed to narrow, waive, reduce, supersede, or limit any protection available to Seller or any protected party.

69. Website Use; Online Orders; Privacy; Disclaimer

Use of Seller's websites, including LugsDirect.com, online catalogs, product pages, downloadable materials, forms, shopping carts, order portals, account pages, and other electronic services, constitutes acceptance of these Terms and any Privacy Policy, Disclaimer, website policy, or online ordering procedure posted or referenced by Seller, as amended from time to time. Seller may update website-use terms, website policies, online ordering procedures, and posted terms at any time. The version posted or referenced at the time Seller accepts an Order shall apply to that Order unless Seller's quotation or written order acknowledgment states otherwise. No website update shall modify a written agreement already signed by an authorized officer of Seller.

Seller may collect, use, store, and process information submitted through Seller's websites, email, telephone, EDI, portals, payment systems, account systems, or other communications for order processing, payment collection, customer service, fraud prevention, tax compliance, export compliance, recordkeeping, and other legitimate business purposes. Buyer is responsible for providing accurate information and for maintaining current account, tax, billing, shipping, and contact information.

70. Website Accounts; Account Security; Refusal of Service

Buyer is responsible for maintaining the confidentiality of all account names, passwords, user credentials, purchase credentials, payment credentials, tax-exemption credentials, and computer or system access used in connection with Seller's websites or transactions. Buyer accepts responsibility for all Orders, charges, communications, and activities occurring through Buyer's account, password, credentials, personnel, agents, representatives, or systems.

Seller may refuse service, terminate or restrict accounts, remove or edit content, reject Orders, cancel Orders, suspend performance, require advance payment, or refuse future sales in Seller's sole discretion, including where Buyer has outstanding balances, unresolved billing issues, prior chargebacks, payment reversals, inadequate credit, suspected fraud, false tax-exemption claims, export-compliance concerns, misuse of Seller's websites, or other conduct Seller determines to be unacceptable.

Buyer represents that any person using Seller's websites, creating accounts, submitting tax-exemption documentation, placing Orders, accepting quotations, or submitting payment information is at least eighteen (18) years old and has authority to bind Buyer. Persons under eighteen (18) may use Seller's websites only with involvement of a parent, guardian, or authorized adult.

71. Sales Tax; Exemption Documentation; Export Shipments

Seller may add sales tax, use tax, excise tax, value-added tax, goods and services tax, import tax, export tax, or any other tax imposed by law on Products, shipping, handling, packaging, freight, services, or other charges where required or permitted by law. Buyer shall be solely responsible for all taxes, VAT, GST, IGP, destination-country taxes, duties, tariffs, customs charges, brokerage fees, governmental assessments, and similar charges arising from shipment, importation, exportation, resale, or use of Products.

Buyer shall provide complete, accurate, current, and legally valid tax-exemption documentation before Seller accepts or processes any exemption. Domestic exemption claims must include the appropriate exemption certificate or other documentation required by the ship-to state, properly completed and effective as of the sale date. For export-related exemption claims involving shipment to a location in the United States, Buyer must provide documentation acceptable to Seller and the applicable taxing authority showing that the Products were committed to export at the time of sale, such as a bill of lading or other export documentation identifying Seller's invoice number, manufacturer part number, quantity, and shipment information. If acceptable documentation is not provided when required, sales tax must be paid.

Seller may refuse any exemption claim that is incomplete, inaccurate, untimely, unsupported, inconsistent with applicable law, or otherwise unacceptable to Seller. Any sale falsely or improperly placed as tax exempt may be billed retroactively for all applicable taxes, interest, penalties, administrative costs, collection costs, and attorneys' fees. Sales tax remitted to the applicable taxing authority is not refundable by Seller except to the extent Seller determines that a refund is legally available and Buyer provides all documentation required by Seller and applicable law within ten (10) days after receipt of invoice or such shorter period required by law.

72. Failed, Reversed, or Delayed Payments; Credit Issues

Buyer shall pay a minimum administrative charge of Fifty Dollars ($50.00), or such greater amount as Seller reasonably incurs, for any credit card charge, ACH payment, wire transfer, check, open-account payment, or other payment that is declined, dishonored, reversed, charged back, retracted, delayed, disputed, stopped, returned, or otherwise not paid when due for any reason. Such amount is in addition to interest, bank fees, chargeback fees, payment processor fees, collection costs, attorneys' fees, and all other remedies available to Seller.

Outstanding billing issues, unpaid invoices, payment reversals, chargebacks, disputed charges, unpaid fees, unpaid interest, or inadequate credit must be resolved before Seller is required to accept or perform any further Order. Orders placed and paid for online may be cancelled, refunded, suspended, or applied against outstanding balances in Seller's sole discretion if Buyer or any related account has unresolved billing issues.

Seller may refer unpaid accounts, payment disputes, chargebacks, dishonored payments, payment reversals, collection matters, and related credit issues to collection agencies, attorneys, credit insurers, trade credit references, payment processors, or other appropriate third parties as permitted by applicable law.

73. Pallet, Skid, Full-Box, and Packaging Requirements

Shipments large enough to require pallet or skid shipment, or shipped on a pallet or skid at Buyer's request, must be ordered and shipped in Seller's applicable full-box quantities unless Seller expressly agrees otherwise in writing. Seller may round quantities, require full-box quantities, repackage Products, combine shipments, split shipments, or refuse nonconforming quantity requests where Seller determines such action is necessary or appropriate for handling, safety, inventory, packaging, freight, or operational reasons.

Unless otherwise stated by Seller, quoted prices include Seller's standard domestic packaging only. Special packaging, export packaging, labeling, palletizing, kitting, bagging, barcoding, private labeling, customer-specific packaging, special documentation, or other nonstandard packaging or handling must be requested before Order acceptance and may be subject to additional charges. Seller is not responsible for damage, delay, rejection, nonconformance, or additional cost arising from Buyer's failure to request required packaging, labeling, documentation, or handling before Order acceptance.

74. Labels, Documentation, Website Materials, and Product Information

UL, torque, wire-range, end-use, safety, installation, certification, and other labels or documentation will accompany Products only as Seller determines appropriate or as required by the applicable listing, certification, published specification, or Seller-approved documentation. Buyer is responsible for ensuring that all labels, warnings, instructions, and documentation supplied with Products are retained, reviewed, followed, and provided to downstream users as required.

End-use labels, torque information, wire-range information, installation guidance, and other Product documentation may also be made available on Seller's websites for convenience. Buyer remains solely responsible for confirming that the documentation used is current, complete, applicable to the specific Product, and suitable for Buyer's application, system, installation, resale, or end use.

Product information appearing on websites, catalogs, brochures, drawings, CAD files, STEP files, dimensional data, product pages, labels, installation guidance, torque information, wire-range information, photographs, renderings, selection guides, and other materials is provided for convenience and informational purposes only. Such information does not constitute a warranty, guarantee, certification, application approval, safety approval, engineering approval, design approval, regulatory approval, or representation of suitability for any particular application unless expressly incorporated into a written agreement signed by an authorized officer of Seller.

Labels, standards information, installation information, torque information, wire-range information, drawings, specifications, CAD files, STEP files, website materials, and other technical or product information made available by Seller are provided for convenience only and shall not expand Seller's warranties or obligations unless expressly incorporated into a written agreement signed by an authorized officer of Seller.

75. Counting, Shortage, and Minor Nonconformance Tolerances

Unless Seller expressly agrees in writing to certified higher-accuracy counting before Order acceptance, quantity claims are subject to commercially reasonable counting and weighing tolerances. Weigh counting is deemed accurate within plus or minus one-half percent (+/- 0.5%), and any shortage in one box may be offset by an overage in another box. Counts are determined by total good parts per shipment, not by individual box, package, container, bag, or pallet.

Buyer acknowledges that minor count deviations, dud parts, blemishes, loose or missing screws, minor shipping damage, and similar minor issues may occur in commercial shipments. A minimum count deviation of minus three-quarters percent (-0.75%) for good-piece counts, together with minor nonconformities not materially impairing Product function, shall not constitute a breach, rejection right, cancellation right, chargeback right, or basis for damages. Confirmed Seller errors or defective Products exceeding the applicable tolerance may be credited, repaired, replaced, or otherwise addressed at Seller's option. Certified higher-accuracy counting must be requested on Buyer's purchase order and accepted by Seller in writing before Order acceptance, and may be subject to an additional charge, including a ten percent (10%) certified-counting charge or such other charge stated by Seller.

76. Claim Documentation; Carrier Claims; Shipping Account Claims

Claims for shortages, incorrect Products, labeling errors, visible damage, concealed damage, shipping discrepancies, or other visible nonconformance must include, as applicable, photographs of the packaging, cartons, pallets, labels, Products, product markings, box quantities, shipment condition, carrier documents, and any other documentation requested by Seller. Seller may reject or defer any claim until Buyer provides sufficient documentation to permit investigation.

Claims against the shipping carrier shall be filed by the owner of the shipping account or the party legally entitled to pursue the claim. If Buyer, Buyer's customer, or any third party provides a shipping account number or arranges freight, Buyer or such account owner is solely responsible for filing and pursuing all carrier claims. If Seller prepaid freight, Seller may, in its discretion, file a carrier claim if Buyer timely provides all documentation and cooperation requested by Seller. No credit, refund, or replacement relating to carrier damage or loss shall be due unless and until the carrier approves and pays the claim to Seller. If the carrier denies, rejects, limits, or delays the claim, Seller shall have no liability because all shipments are FOB Origin unless Seller expressly agrees otherwise in writing.

77. Website Content; Copyright; Trademarks; Site License

All website content, including text, graphics, logos, button icons, images, photographs, audio clips, video clips, digital downloads, data compilations, software, source code, product listings, product descriptions, prices, catalogs, drawings, specifications, tables, selection guides, account information, page layout, forms, and databases, is the property of Seller or its content suppliers and is protected by copyright, trademark, trade dress, database, unfair competition, and other laws. The compilation of website content is the exclusive property of Seller or its licensors.

Seller grants users a limited, revocable, nonexclusive, nontransferable license to access and make ordinary purchasing-related use of Seller's websites. This license does not include resale or commercial use of any website or content; collection or use of product listings, descriptions, prices, catalog data, or account information; derivative use of any website or content; downloading or copying account information for the benefit of another merchant; framing or use of framing techniques; use of metatags or hidden text using Seller's names or trademarks; or use of data mining, robots, scraping, crawlers, automated tools, artificial-intelligence harvesting, bulk extraction, or similar data-gathering and extraction tools. Any unauthorized use terminates the license granted by Seller.

Seller's trademarks, trade names, service marks, logos, trade dress, product names, website names, and proprietary graphics may not be used in connection with any product or service that is not Seller's, in any manner likely to cause confusion, or in any manner that disparages or discredits Seller. Other trademarks appearing on Seller's websites are the property of their respective owners. A limited, revocable, and nonexclusive right to hyperlink to the home page of LugsDirect.com is permitted only if the link does not portray Seller, its affiliates, or their products or services in a false, misleading, derogatory, confusing, or offensive manner and does not use Seller's logo, proprietary graphic, or trademark without prior written consent.

78. Website Availability; Prohibited Site Conduct

Seller does not warrant that Seller's websites, online ordering systems, email systems, portals, product data, account systems, payment systems, or electronic services will be uninterrupted, error-free, secure, current, complete, accurate, virus-free, or available at all times. Seller shall not be liable for website downtime, failed transmissions, delayed communications, failed orders, pricing display errors, data loss, malware, unauthorized access, security incidents, system interruptions, or other electronic-service issues except to the extent liability cannot be excluded by law.

Buyer shall not misuse Seller's websites, interfere with website operation, attempt unauthorized access, test or probe system vulnerability, bypass security controls, introduce malicious code, use automated extraction tools, scrape Product data, copy website content for competitive purposes, use Seller's websites for unlawful purposes, or assist any third party in doing so. Seller may block, restrict, suspend, terminate, or take legal action against any access or use that Seller determines to be unauthorized, excessive, unlawful, abusive, competitive, harmful, or inconsistent with these Terms.