Applicable to All Sales Orders and Customer Purchase Orders Accepted by Seller
Revision Date: May 1, 2026
These Conditions of Sale (“Conditions”) apply to all sales of goods and products (“Goods”) by Therma-
Tech Engineering Inc. dba THERMATECH | AR LINTERN (“Seller”) to the customer identified on the
applicable Sales Order Acknowledgment or invoice (“Buyer”). These Conditions, together with Seller’s
Sales Order Acknowledgment, constitute the entire agreement between Seller and Buyer and supersede
all prior negotiations, representations, and agreements. Buyer’s submission of a Purchase Order,
acceptance of a quotation, or acceptance of delivery of Goods constitutes Buyer’s unconditional
acceptance of these Conditions. Seller expressly objects to and rejects any terms and conditions in
Buyer’s Purchase Order, acknowledgment, or other document that are additional to, different from, or in
conflict with these Conditions, and such terms shall have no force or effect unless separately agreed to in
a written instrument signed by an authorized officer of Seller.
1. QUOTATIONS AND ORDER ACCEPTANCE
1.1 All quotations issued by Seller are invitations to purchase only and do not constitute offers.
Quotations are valid for 30 days from the date of issue unless otherwise specified in writing, and are
subject to change or withdrawal at any time prior to Seller’s written acceptance.
1.2 No order submitted by Buyer shall be binding on Seller until Seller issues a written Sales Order
Acknowledgment. Seller reserves the right to accept or reject any order, in whole or in part, at its sole
discretion.
1.3 Seller’s Sales Order Acknowledgment shall govern the transaction. Any discrepancy between a
Buyer’s Purchase Order and Seller’s Sales Order Acknowledgment shall be resolved in favor of the Sales
Order Acknowledgment unless Buyer provides written objection within 5 business days of receipt.
1.4 Once accepted by Seller, orders may not be cancelled, modified, or rescheduled by Buyer without
Seller’s prior written consent and payment of applicable cancellation or rescheduling charges as set forth
in Section 7.
2. PRICE AND PAYMENT
2.1 Prices shall be as stated in Seller’s quotation or Sales Order Acknowledgment and are firm for the
period specified therein. Unless otherwise stated, all prices are exclusive of applicable taxes, duties,
tariffs, and freight charges, which shall be Buyer’s responsibility.
2.2 Seller’s standard payment terms are Net 30 days from the date of invoice, unless otherwise agreed in
writing. Time of payment is of the essence.
2.3 Invoices not paid by the due date shall accrue interest at the rate of 1.5% per month (or the
maximum rate permitted by applicable law, whichever is less) from the due date until the date of actual
payment, without prejudice to any other remedies available to Seller.
2.4 Seller reserves the right to require advance payment, a letter of credit, or other acceptable security if
Buyer’s creditworthiness is in question or if Buyer has a history of late payment. Seller may suspend
shipment of Goods pending receipt of satisfactory payment assurance.
2.5 Buyer shall have no right to withhold, offset, or deduct any amounts from payments owed to Seller
without Seller’s prior written consent. Disputed invoice amounts must be communicated to Seller in
writing within 10 business days of the invoice date; undisputed portions must be paid by the due date.
2.6 Seller reserves the right to adjust prices to reflect increases in raw material costs, energy costs, labor
rates, tariffs, or other input costs beyond Seller’s reasonable control, provided Seller gives Buyer 30 days'
written notice of any such adjustment.
3. DELIVERY AND RISK OF LOSS
3.1 Unless otherwise specified in the Sales Order Acknowledgment, all shipments shall be made FCA
(Free Carrier) Seller’s facility per the applicable INCOTERM. Title to and risk of loss of the Goods shall
pass to Buyer upon delivery to the carrier at Seller’s facility.
3.2 Delivery dates stated in the Sales Order Acknowledgment are estimates only and are not
guaranteed. Seller shall use commercially reasonable efforts to meet stated delivery dates but shall not
be liable for delays caused by events beyond its reasonable control, including those described in Section
16.
3.3 Seller reserves the right to make partial shipments and invoice for each shipment separately. Buyer’s
obligation to pay for partial shipments is not contingent on receipt of subsequent shipments.
3.4 Buyer shall be responsible for all freight, shipping, insurance, and handling charges from Seller’s
facility, unless expressly agreed otherwise in writing. Seller shall select the carrier unless Buyer
designates a carrier in the Sales Order.
3.5 If Buyer fails or refuses to accept delivery of conforming Goods when tendered, Buyer shall bear all
storage, handling, and re-delivery costs, and risk of loss shall be deemed to have passed to Buyer at the
time of the original tender of delivery.
4. INSPECTION AND ACCEPTANCE
4.1 Buyer shall inspect all Goods promptly upon delivery and shall notify Seller in writing of any claim for
nonconformance, shortage, or visible damage within 10 business days of receipt. Failure to provide timely
written notice shall constitute irrevocable acceptance of the Goods as conforming.
4.2 Goods may not be returned without Seller’s prior written authorization. Unauthorized returns will be
refused and returned to Buyer at Buyer’s expense. Authorized returns must be shipped prepaid by Buyer
in original or equivalent packaging and in the condition in which they were received.
4.3 Seller’s acceptance of returned Goods shall not constitute an admission of nonconformance and
shall not limit Seller’s right to inspect and dispute the basis for return.
4.4 Buyer’s payment for Goods shall not constitute final acceptance where a defect was not reasonably
discoverable upon delivery, provided Buyer notifies Seller in writing within a reasonable time after
discovery.
5. LIMITED WARRANTY
5.1 Seller warrants that the Goods, at the time of delivery, will: (a) conform to Seller’s applicable
published specifications or the specifications expressly agreed upon in the Sales Order Acknowledgment;
and (b) be free from defects in material and workmanship under normal use and service conditions for a
period of 12 months from the date of shipment by Seller (“Warranty Period”).
5.2 Seller’s warranty obligations are conditioned upon: (a) Buyer providing prompt written notice of any
claimed defect within the Warranty Period; (b) Buyer providing Seller with reasonable opportunity to
inspect the allegedly defective Goods; and (c) the defect not being caused by misuse, neglect,
unauthorized modification, improper installation, accident, or use outside Seller’s published specifications.
5.3 Seller’s sole and exclusive obligation under this warranty, and Buyer’s sole and exclusive remedy,
shall be, at Seller’s option: (a) repair or replacement of the nonconforming Goods; or (b) refund of the
purchase price paid for the nonconforming Goods. Seller shall not be liable for any costs of removal,
installation, re-inspection, or consequential costs associated with warranty claims except as expressly
agreed in a separate written warranty agreement.
5.4 WARRANTY DISCLAIMER. THE WARRANTIES SET FORTH IN SECTION 5.1 ARE SELLER’S
SOLE AND EXCLUSIVE WARRANTIES. SELLER EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-
INFRINGEMENT. SELLER MAKES NO WARRANTY REGARDING GOODS THAT HAVE BEEN
MODIFIED, ALTERED, OR COMBINED WITH OTHER PRODUCTS BY BUYER OR ANY THIRD PARTY.
5.5 Warranty claims related to goods manufactured to Buyer’s design, specifications, or drawings are
limited to conformance with those specifications. Seller makes no warranty as to the suitability, adequacy,
or fitness of Buyer’s design or specifications.
6. LIMITATION OF LIABILITY
6.1 LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD
PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY
DAMAGES ARISING OUT OF OR RELATED TO ANY GOODS OR SERVICES PROVIDED
HEREUNDER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF
BUSINESS, LOSS OF PRODUCTION, COST OF RECALL, COST OF FIELD ACTIONS, OR COST OF
SUBSTITUTE GOODS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
6.2 MAXIMUM LIABILITY. SELLER’S TOTAL CUMULATIVE LIABILITY TO BUYER ARISING OUT OF
OR RELATED TO ANY SALES ORDER OR THESE CONDITIONS, WHETHER IN CONTRACT, TORT,
STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL PURCHASE
PRICE ACTUALLY PAID BY BUYER TO SELLER FOR THE SPECIFIC GOODS GIVING RISE TO THE
CLAIM.
6.3 The limitations set forth in this Section 6 reflect a reasonable allocation of risk between the parties
and are a fundamental element of the basis of the bargain between Seller and Buyer. These limitations
shall apply notwithstanding any failure of essential purpose of any limited remedy.
6.4 No action arising out of or related to a transaction governed by these Conditions may be brought by
Buyer more than 12 months after the cause of action has accrued or after the expiration of the Warranty
Period, whichever is earlier.
7. CANCELLATION AND RESCHEDULING
7.1 Accepted orders may not be cancelled or rescheduled by Buyer without Seller’s prior written consent.
Consent to cancellation or rescheduling shall be at Seller’s sole discretion and shall be conditioned upon
Buyer’s payment of cancellation or rescheduling charges as follows:
Cancellation more than 60 days prior to scheduled shipment: 15% of the affected order value
Cancellation 31–60 days prior to scheduled shipment: 30% of the affected order value
Cancellation 0–30 days prior to scheduled shipment: 50% of the affected order value, plus cost of finished
goods and work-in-process
7.2 In addition to the charges above, Buyer shall reimburse Seller for all non-cancellable material
commitments, tooling costs, and work-in-process costs incurred by Seller in reliance on the order prior to
the cancellation request.
7.3 Rescheduling charges will be assessed based on the incremental costs incurred by Seller as a result
of the rescheduling request, including storage, handling, and revised production scheduling costs.
8. TOOLING
8.1 Any tooling, dies, molds, fixtures, jigs, or gauges developed or procured by Seller for the manufacture
of Goods (“Seller Tooling”), whether or not separately invoiced to Buyer, shall remain the sole property of
Seller unless expressly agreed otherwise in writing.
8.2 Where Buyer pays for tooling as a separate line item on a Sales Order (“Buyer-Paid Tooling”), title to
such tooling shall transfer to Buyer upon full payment. Buyer-Paid Tooling shall remain in Seller’s
possession and control for use in manufacturing Goods for Buyer. Seller shall maintain Buyer-Paid
Tooling in good working condition at Seller’s cost.
8.3 Buyer-Paid Tooling shall be used exclusively for production of Buyer’s Goods and shall not be used
for any other customer or purpose without Buyer’s prior written consent.
8.4 If Buyer requests return of Buyer-Paid Tooling, Seller shall return it within a commercially reasonable
time, provided Buyer has no outstanding payment obligations to Seller. All freight and handling costs for
return of tooling shall be borne by Buyer.
8.5 Seller shall not be obligated to maintain Buyer-Paid Tooling beyond 3 years from the date of last
production use, unless Buyer agrees to pay reasonable storage and maintenance charges.
9. INTELLECTUAL PROPERTY
9.1 All intellectual property rights in Seller’s products, designs, processes, manufacturing methods,
software, and technical know-how (“Seller IP”) are and shall remain the sole and exclusive property of
Seller. No license to Seller IP is granted to Buyer except the limited right to use Goods purchased
hereunder for their intended purpose.
9.2 Where Goods are manufactured to Buyer’s proprietary designs or specifications (“Buyer IP”), Buyer
represents and warrants that it has full right and authority to use such designs and that such designs do
not infringe any third-party intellectual property rights. Buyer shall indemnify, defend, and hold Seller
harmless from any claims arising from Seller’s manufacture of Goods in accordance with Buyer’s designs
or specifications.
9.3 Seller shall retain ownership of any improvements, innovations, or developments made by Seller in
the course of manufacturing Goods, even if based on or derived from Buyer’s specifications.
9.4 Seller warrants that Goods manufactured to Seller’s own design do not infringe any third-party
intellectual property rights as of the date of shipment. Seller’s obligation under this Section is conditioned
on Buyer promptly notifying Seller of any claim, granting Seller sole control of the defense, and
cooperating fully with Seller’s defense efforts.
10. CONFIDENTIALITY
10.1 All non-public information disclosed by either party to the other in connection with any Sales Order,
including pricing, specifications, designs, business data, and customer information (“Confidential
Information”), shall be held in strict confidence and shall not be disclosed to any third party without the
disclosing party’s prior written consent.
10.2 Each party shall limit access to the other’s Confidential Information to those employees and
contractors with a need to know, who are bound by confidentiality obligations no less restrictive than
those herein.
10.3 Confidentiality obligations shall survive the termination or expiration of any Sales Order or business
relationship for a period of 5 years.
10.4 Buyer shall not use Seller’s name, logo, or trademarks in any advertising, promotional materials, or
public announcements without Seller’s prior written consent.
11. BUYER’S INDEMNIFICATION
11.1 Buyer shall defend, indemnify, and hold Seller and its officers, directors, employees, and agents
harmless from and against any claims, losses, liabilities, damages, costs, and expenses (including
reasonable attorneys’ fees) arising out of or relating to: (a) Buyer’s misuse, modification, or improper
installation of Goods; (b) Buyer’s breach of these Conditions; (c) any claim that Goods manufactured to
Buyer’s designs or specifications infringe any third-party intellectual property right; or (d) Buyer’s
integration of Seller’s Goods into products or assemblies that cause injury or damage.
12. TAXES AND DUTIES
12.1 All prices are exclusive of federal, state, and local sales, use, excise, value-added, and similar
taxes, as well as customs duties, tariffs, and import fees. Buyer shall be responsible for and shall pay all
such taxes and duties, except for taxes on Seller’s net income.
12.2 If Buyer claims a tax exemption, Buyer shall provide Seller with a valid and complete exemption
certificate prior to shipment. Seller reserves the right to collect applicable taxes in the absence of a valid
certificate.
12.3 If any tariffs, duties, or import costs are imposed on Seller’s materials or components as a result of
changes in trade law or policy after the date of a Sales Order, Seller reserves the right to pass such costs
through to Buyer with reasonable notice.
13. COMPLIANCE WITH LAWS
13.1 Each party shall comply with all applicable federal, state, local, and international laws and
regulations in connection with the purchase and sale of Goods hereunder, including but not limited to:
Export control laws and regulations (EAR, ITAR, OFAC sanctions)
REACH and RoHS restricted substance regulations
Conflict minerals reporting requirements (Dodd-Frank Section 1502)
Applicable OSHA, environmental, health, and safety regulations
Anti-bribery and anti-corruption laws (FCPA and applicable state law)
13.2 Buyer shall be solely responsible for obtaining all import licenses, permits, and approvals required
for import of Goods into the country of destination, and for compliance with all applicable laws in Buyer’s
jurisdiction.
13.3 Seller shall provide reasonable cooperation to Buyer in connection with regulatory compliance
obligations, including provision of documentation such as material declarations, country of origin
certifications, and test reports, at Buyer’s reasonable request and expense.
14. PRODUCT RECALLS
14.1 In the event that any regulatory authority requires or recommends a recall, field action, or safety
campaign involving Goods sold by Seller, the parties shall cooperate in good faith to manage such action.
14.2 Seller’s responsibility for recall costs shall be limited to Goods that are demonstrated to be defective
due to Seller’s manufacturing nonconformance, and only to the extent of the Goods themselves. Seller
shall not be responsible for costs of recall administration, field labor, consequential losses, or other
downstream costs except to the extent expressly agreed in a separate written agreement.
14.3 Buyer shall notify Seller promptly in writing upon becoming aware of any actual or potential product
safety issue involving Seller’s Goods, and shall not take any public action or make any public statement
related to Seller’s Goods without Seller’s prior written consent.
15. TERMINATION
15.1 Seller may suspend or terminate any Sales Order immediately upon written notice if: (a) Buyer fails
to make any payment when due and does not cure such failure within 10 business days of written notice;
(b) Buyer becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to
bankruptcy or receivership proceedings; (c) Buyer materially breaches these Conditions and fails to cure
such breach within 30 days of written notice; or (d) Buyer’s conduct creates a material risk to Seller’s
business, reputation, or intellectual property.
15.2 Upon termination by Seller for cause, all amounts owed by Buyer shall become immediately due
and payable, and Seller shall have no further delivery obligations.
15.3 Termination of any Sales Order shall not affect the parties’ rights and obligations that have already
accrued, nor shall it affect any provisions of these Conditions that by their nature survive termination.
15.4 Termination for Convenience. Seller may terminate any Sales Order, in whole or in part, for any
reason upon 30 days’ written notice to Buyer. In the event of such termination, Seller’s liability shall be
limited to delivery of conforming Goods completed and ready for shipment as of the termination date, and
Buyer shall pay for all such Goods at the PO price. Seller shall have no liability for lost profits,
consequential damages, or other costs arising from a termination for convenience.
16. FORCE MAJEURE
16.1 Seller shall not be liable for any delay or failure to perform its obligations under any Sales Order to
the extent such delay or failure is caused by circumstances beyond Seller’s reasonable control, including
acts of God, fire, flood, earthquake, natural disasters, war, terrorism, epidemics, pandemics, government-
mandated shutdowns, labor disputes, energy shortages, transportation disruptions, or supplier failures
(“Force Majeure Event”).
16.2 Seller shall promptly notify Buyer in writing upon the occurrence of a Force Majeure Event, including
a description of the event and an estimate of its likely duration and impact on delivery obligations.
16.3 Seller shall use commercially reasonable efforts to mitigate the impact of a Force Majeure Event
and resume performance as soon as reasonably practicable. During a Force Majeure Event, Seller may
allocate available Goods among its customers in any manner it deems fair and reasonable.
16.4 If a Force Majeure Event continues for more than 60 days, either party may terminate the affected
Sales Order upon written notice, with no liability to either party for the undelivered portion. Buyer shall pay
for all Goods delivered prior to termination.
16.5 Fluctuations in market price, increased material or labor costs, and general economic conditions
shall not constitute a Force Majeure Event.
17. ORDER OF PRECEDENCE AND ENTIRE AGREEMENT
17.1 These Conditions, together with Seller’s Sales Order Acknowledgment, constitute the entire
agreement between Seller and Buyer with respect to the sale of Goods and supersede all prior
negotiations, representations, warranties, and agreements.
17.2 In the event of a conflict between these Conditions and any other document, the order of
precedence shall be: (1) Seller’s Sales Order Acknowledgment; (2) these Conditions; (3) any other
document incorporated by written agreement of both parties.
17.3 Seller expressly objects to and rejects any terms and conditions in Buyer’s Purchase Order or other
documents that are inconsistent with or in addition to these Conditions. Seller’s commencement of
performance or shipment of Goods shall not constitute acceptance of Buyer’s terms.
17.4 No modification of these Conditions shall be binding on Seller unless made in a written instrument
signed by an authorized officer of Seller. No verbal agreement, email exchange, or course of dealing shall
constitute a modification of these Conditions.
18. GOVERNING LAW AND DISPUTE RESOLUTION
18.1 These Conditions and all Sales Orders shall be governed by and construed in accordance with the
laws of the State of Michigan, without regard to its conflict of law principles. The United Nations
Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
18.2 In the event of a dispute arising under or relating to these Conditions or any Sales Order, the parties
shall first attempt resolution through good-faith negotiation between senior representatives within 30 days
of written notice of the dispute. If not resolved, either party may submit the dispute to non-binding
mediation before pursuing litigation.
18.3 Any litigation arising under these Conditions shall be brought exclusively in the state or federal
courts located in Wayne County, Michigan. Both parties irrevocably consent to the personal jurisdiction of
such courts and waive any objection to venue.
19. GENERAL PROVISIONS
19.1 Severability. If any provision of these Conditions is held invalid or unenforceable, the remaining
provisions shall continue in full force and effect, and the invalid provision shall be modified to the
minimum extent necessary to make it enforceable.
19.2 Waiver. Seller’s failure to enforce any provision of these Conditions shall not constitute a waiver of
the right to enforce that provision in the future. No waiver shall be effective unless in writing signed by an
authorized officer of Seller.
19.3 Assignment. Buyer may not assign any Sales Order or its rights or obligations hereunder without
Seller’s prior written consent. Seller may assign any Sales Order or these Conditions to an affiliate or
successor without Buyer’s consent.
19.4 Notices. All formal notices shall be in writing and delivered by certified mail, overnight courier, or
email with confirmed receipt to the addresses on the face of the Sales Order Acknowledgment.
19.5 Relationship of the Parties. Seller is an independent contractor. Nothing in these Conditions creates
an employment, agency, joint venture, or partnership relationship between the parties.
19.6 Cumulative Remedies. All rights and remedies of Seller under these Conditions are cumulative and
in addition to, not in lieu of, any other rights and remedies available at law or in equity.
19.7 Survival. Sections relating to Payment, Warranty, Limitation of Liability, Intellectual Property,
Confidentiality, Governing Law, and Dispute Resolution shall survive the termination or expiration of any
Sales Order or business relationship between the parties.