Terms and Conditions

When accepted, this document constitutes an agreement between Fluid Line Technology Corp. (“Fluid Line”) and the buyer (“Buyer”) to sell and purchase the goods and services specified. Acceptance by Buyer is expressly limited to the terms contained herein and constitutes notice of objection to any additional or different terms proposed by Buyer.

1. Payment Terms

1.1 Pricing and Invoicing

• All prices are FOB Fluid Line’s shipping point.
• Payment is due within 30 days of invoice date, except for Progress Milestone Invoices, which follow the terms outlined in the project proposal.
• Shipments are invoiced as of the shipment date.
• Past-due balances accrue interest at 1.5% per month from the invoice date.

1.2 Taxes

• Prices exclude all local, state, and federal taxes, including but not limited to manufacturing, sales, use, and similar taxes.
• Applicable taxes will be added as a separate line item and paid by Buyer.

1.3 Shipping and Related Charges

• Buyer is responsible for all costs related to insurance, freight, cartage, warehousing, and other shipping-related expenses.

1.4 Credit and Prepayment

• Fluid Line may require full payment prior to delivery and may withhold delivery until payment clears.
• Fluid Line may limit or cancel credit at any time.
• Failure to comply may result in cancellation of agreements and resale of goods, with Buyer liable for any price difference and associated costs.

2. Grant of Security Interest in Goods

2.1 Security Interest

• Until full payment is received, Buyer grants Fluid Line a purchase money security interest in all goods.
• Fluid Line may file UCC financing statements and sign them on Buyer’s behalf if required.
• Goods must remain at the delivery location and shall not become part of any real property.

2.2 Default Remedies

• Upon default, insolvency, or bankruptcy, all unpaid amounts become immediately due.
• Buyer must return goods upon demand.
• Fluid Line may repossess and resell goods without legal process.
• Payments retained are considered liquidated damages.

2.3 Restrictions on Use

• Buyer may not sell, transfer, pledge, or otherwise encumber the goods until paid in full.

3. Insurance

Buyer must insure the goods against all risks (with normal exclusions) from the time risk of loss passes to Buyer until full payment is made.

• Insurance must cover the full amount owed.
• Loss is payable first to Fluid Line.
• Proof of insurance may be required prior to shipment.

4. Warranties

4.1 Limited Warranty

• Goods are warranted to be free from defects in workmanship and materials for one year from shipment.
• Third-party components carry only the manufacturer’s warranty.
• Returns require prior written approval from Fluid Line.
• Warranty is void if defects result from misuse, abuse, or improper operation.

4.2 Warranty Disclaimer

• Except as stated above, no warranties—express or implied—are provided, including warranties of merchantability or fitness for a particular purpose.

4.3 Limitation of Liability

• Maximum damages are limited to the purchase price of the goods and services.
• No incidental or consequential damages (including lost profits or sales) are recoverable.

5. Service

• Factory-trained engineers may be provided at standard rates plus travel and living expenses.
• Installation and start-up services require written estimates.
• Pricing may be fixed, per diem, or a combination.
• Fluid Line reserves the right to withdraw service offers if conditions were not fully disclosed.

6. Delay or Nonperformance

Fluid Line is not liable for delays or failures caused by events beyond reasonable control, including but not limited to:

• Strikes
• Fires
• Wars
• Government actions
• Transportation delays
• Labor shortages
• Force majeure events

Such delays do not entitle Buyer to cancel the agreement.

7. Risk of Loss

• Risk of loss transfers to Buyer when goods are delivered to the carrier FOB Fluid Line’s shipping point.
• Fluid Line may select any reasonable carrier.
• Delivery is deemed complete even if freight is prepaid or destination delivery is required.

8. Modifications

• This agreement represents the entire agreement between the parties.
• Modifications must be signed by the affected party.
• Buyer’s conflicting terms are not binding.
• Only authorized officers of Fluid Line may make enforceable representations or warranties.

9. Waiver

Any waiver of a breach does not constitute a waiver of future compliance.

10. Assignment

Buyer may not assign rights or delegate obligations without written consent from Fluid Line. Unauthorized assignments are void.

11. Controlling Law

This agreement is governed by the laws of the State of California.

12. Jurisdiction and Venue

• Buyer submits to jurisdiction in Los Angeles County, California.
• Buyer waives objections to jurisdiction and venue.
• Legal service may be completed via registered or certified mail.

Document Information

Revision: 2.0
Effective Date: January 7, 2017