1. ACCEPTANCE:

Acceptance of any order is subject to credit approval by Seller, acceptance of the order by Seller, and, when applicable, acceptance by Seller’s Vendor (manufacturers, vendors, or third parties that provide goods to Seller for resale to Buyer). If Seller, in its sole discretion, determines that Buyer’s ability to pay or credit becomes unsatisfactory or if Seller has reasonable grounds for insecurity, Seller may, upon notice to Buyer, demand adequate assurance of due performance and/or terminate this agreement with no liability to Seller.

By requesting a quote from Seller or submitting an order to Seller, Buyer agrees that these terms & conditions govern all purchases of goods, materials, and/or services (“Goods”) from Seller. Seller objects to and rejects any changes or additional or different terms (including those contained in a purchase order) unless expressly accepted in writing and signed by an authorized representative of Seller. No Seller employee or agent has authority to modify these terms & conditions verbally. Any conflicting terms from another party, including government “flowdown” terms, are not part of the order unless expressly accepted in writing by Seller.

2. PRICES AND TAXES:

Buyer agrees to pay the prices quoted by Seller and is responsible for applicable shipping, handling charges, taxes, and duties. Seller will collect applicable taxes unless Buyer provides a valid tax-exemption certificate and specifies which Goods it applies to. Prices for special-order Goods may change before shipment; if so, Seller will notify Buyer, who may cancel the special-order Goods at its discretion, subject only to Vendor-related charges.

3. PAYMENT:

Payment terms are payment in full prior to shipping, unless otherwise approved in writing by Seller. Retainage does not apply, and Buyer may not withhold retainage even if required in Buyer’s contract with another party. Payment is not contingent on Buyer’s ability to collect funds from any third party. Credit card sales are billed at the time of purchase and require a 3% surcharge. Buyer represents it is solvent at the time any purchase order is placed. Seller may require full or partial prepayment if Buyer’s financial condition warrants. Seller may obtain and use Buyer’s credit history for evaluation. Seller may apply payments to any outstanding invoices.

4. REMEDIES FOR NON-PAYMENT:

1. If Buyer fails to pay when due, Seller may suspend performance. Buyer agrees to pay interest on all past-due amounts at 1.5% per month (18% annually) or the maximum lawful rate. In the event of non-payment, Buyer agrees to pay Seller’s reasonable attorney fees, court costs, and interest. Buyer acknowledges these are commercial transactions. To the extent permitted by law, Buyer:
   (i) waives any homestead exemption;
   (ii) authorizes Seller to appoint a representative to confess judgment without process for unpaid amounts;
   (iii) consents to immediate execution on such judgment.

IMPORTANT NOTICE: This Confession of Judgment provision is a waiver of significant legal rights. If you do not pay on time, Seller may obtain a judgment against you without further notice. Buyer may still pursue judicial remedies, but Seller retains the right to collect all amounts due regardless of any claims Buyer may have.

5. TITLE AND RISK OF LOSS:

All sales are F.O.B. point of shipment. Buyer takes title and assumes all risk of loss or damage at the point of shipment. Claims for damage in transit are the sole responsibility of Buyer.

6. QUOTATIONS:

All quotations expire fifteen (15) days from the date issued unless otherwise stated, even if used by Buyer for bid submissions.

7. ASSIGNMENT:

Buyer may not assign an order without Seller’s written consent, except internal transfers among affiliates. Nothing restricts either party’s right to sell or factor receivables.

8. RETURN OF PRODUCTS & ORDER CANCELLATION:

Seller will accept returns of normal stock Goods within thirty (30) days of shipment for exchange or refund, provided Goods are unopened, unused, and in original cartons. Returns are subject to a 25% restocking/cancellation fee plus shipping. Goods ordered as Buyer-specific or nonreturnable to Vendor are subject to a 100% restocking/cancellation fee.

9. TERMINATION:

Either party may terminate an order for material breach. The non-breaching party must provide written notice and allow ten (10) days to cure. If cure does not occur, the order may be terminated in writing. Performance must continue for non-terminated portions.

10. INTERPRETATION; PRODUCT USE & SAFETY:

Seller does not guarantee that Goods conform to any plans, specifications, or intended use. Buyer is solely responsible for verifying interpretations, ensuring acceptability, and checking compliance with all applicable codes and regulations, including the National Electric Code. Nothing sold by Seller is intended for use in safety-related nuclear applications or hazardous environments where single-point failure could cause substantial harm.

11. DELIVERY:

Seller is a distributor, not a manufacturer. Factory shipping dates are approximate and not guaranteed.

12. EXCUSABLE DELAYS:

Seller is not liable for delays beyond its control, including natural events, labor disputes, transportation issues, Vendor insolvency, or commercial impracticability. Delivery dates will be extended accordingly. If shipments are held for Buyer’s convenience, reasonable storage charges may apply.

13. CLAIMS:

Claims for nonconforming Goods must be submitted in writing within ten (10) days of receipt and must detail all known facts. Failure to notify within ten days constitutes acceptance and waives rejection or revocation rights.

14. WARRANTIES:

(a) SELLER’S WARRANTIES:
Seller warrants that Goods are new and, upon full payment, free of liens. Buyer’s exclusive remedy is replacement with a new product or removal of liens. Seller makes no other independent warranties.

(b) VENDOR’S WARRANTIES:
Seller assigns applicable Vendor warranties to Buyer.

(c) INTELLECTUAL PROPERTY:
SELLER DISCLAIMS ALL WARRANTIES OR INDEMNITIES AGAINST INTELLECTUAL PROPERTY INFRINGEMENT. Upon notice, Seller will request the manufacturer to provide customary indemnity rights.

(d) LIMITATIONS:
NO OTHER WARRANTIES APPLY—EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

15. LIMITATIONS OF LIABILITY:

Seller’s and Vendor’s total liability is limited to the price of the Goods giving rise to the claim. Neither shall be liable for special, incidental, indirect, or consequential damages, including labor costs, downtime, delay, lost profits, or backcharges. Advice provided by Seller does not create additional liability.

16. MISCELLANEOUS:

(a) EXPORTS:
If Goods are sold for export, Seller’s export terms apply. Buyer is responsible for compliance with U.S. export laws. Buyer may not list Seller as shipper or exporter of record.

(b) ANTI-MONEY LAUNDERING:
Seller rejects questionable payments. Only checks, wire transfers, letters of credit, or cards in Buyer’s name are accepted. Payments must match invoice amounts.

(c) GOVERNING LAW:
These Terms & Conditions are governed by the laws of the State of California, without regard to conflict-of-law rules.

(d) SELLER PARTIES:
For these Terms & Conditions, “Seller” refers to the Rasha Professional entity listed on the quotation or sales agreement, including any subsidiaries, affiliates, business units, or divisions.