Terms and Conditions

1. General: These terms and conditions (these “Terms”) govern all quotations, offers, purchase orders, acknowledgments, sale of third-party products, services, and solutions (“Products” and “Services”) provided by Erdmann (“Seller”). Buyer’s acceptance of any offer to sell is limited to these Terms. Any terms or conditions in addition to, or inconsistent with those stated herein, including any terms or conditions proposed by Buyer in any order or acceptance or otherwise, are hereby objected to. No such additional, different or inconsistent terms and conditions shall become part of the contract between Buyer and Seller with respect to the Products unless expressly accepted in writing by Seller. Seller’s acceptance of any offer to purchase by Buyer is expressly conditioned upon Buyer’s assent to these Terms. Acceptance of the Products shall in all events constitute such assent.
2. Prices and Payment: The Price for the Products and/or Services shall be the price set out in the order confirmation and/or quotation. Prices for the Products are in accordance with the Incoterm (EXW) shipping point in U.S. Dollars. In the event Seller’s quotation and/or Buyer’s order provides for deliveries later than 30 days from the date of such quotation or order, the prices quoted are subject to escalation to account for the Product manufacturers’ prices in effect at the time shipment is made, except in cases where the Seller has agreed in writing to waive such escalation. Additionally, Seller reserves the right to adjust the sale price and/or implement a surcharge due to supply chain costs related to tariffs or other international trade restrictions/costs. Payment terms are Net 30 unless otherwise agreed in writing by Buyer. All invoices not paid when due will thereafter be subject to a monthly fee equal to one and a half percent (1.5%) of the unpaid balance. If, in Seller’s opinion, there is a material, adverse change in Buyer’s financial condition or if Buyer has not, within the agreed time, fully paid for Products shipped and Services performed under this or any other agreement with Seller, Seller reserves the right to revoke Buyer’s credit, to require shipment of Products Cash on Delivery (“C.O.D.”), and/or suspend performance on this and/or other agreements and/or future shipments.
3. Delivery/Shipment: Seller shall deliver the Products to the named location set out in the order confirmation in accordance with the Incoterm (EXW) and shall be deemed complete pursuant to the agreed upon delivery terms. Any delivery dates shown are estimates only, and Seller shall have no liability for any delays in delivery. Freight, insurance, tariff surcharges and handling fees will be Buyer’s responsibility and will be invoiced by Seller as applicable. Buyer shall have five (5) days after any full or partial delivery to notify Seller if Buyer’s count of delivered Products does not comport with Seller’s count as identified in the itemized packing list accompanying the shipment.
4. Time of Delivery: Shipment and Service schedules are approximate and are based on conditions existing at the time of execution of the Agreement. Seller shall attempt to effect delivery or performance of services in good faith by the date specified on the order. Buyer agrees that Seller shall not be responsible or liable for any damages, including but not limited to, special or consequential damages, arising from any shipment of nonconforming Products, or any delay in delivery of Products or performance of services, or any failure to deliver Products in quantities and at times specified.
5. Title: Title to the Products shall transfer to the Buyer upon delivery of the Products to the carrier at the shipping point. However, if Buyer elects to delay shipment of the Product beyond the latest mutually agreed upon shipment date, Seller reserves the right to issue title transfer to Buyer and invoice for the Products.
6. Cancellation or Modification: Seller may cancel, modify, extend, amend, or discharge any order of the Products and Services upon reasonable prior written notice to Buyer. Once Seller has accepted an order or begun taking actions with respect to an order, Buyer cannot cancel or modify that order except with Seller’s written consent. In such event, Buyer will be liable for cancellation or modification charges and all costs incurred and committed for the order or in connection with the cancellation or modification. Once the Products have shipped, such Products shall not be returnable except as provided in the original manufacturer’s warranty, if any.
7. Warranty: Seller warrants that for a period of one year from time of completion of Services, Services will conform to the specifications set forth in the Order and that Seller will perform Services in a professional and workmanlike manner in accordance with all applicable laws and regulations. Buyer agrees that it has the sole responsibility for the proper selection application, installation, use and instructions (concerning use, application, periodic maintenance, and cautions of the Products) to ultimate users of the Products and Services. Buyer agrees that the warranty provided herein shall not apply to any Products or Services which: (1) have been repaired or altered outside of Seller’s factory in any way so as, in Seller’s judgment, to affect such Products’ or Services’ reliability; (2) have been subject to misuse, negligence, or accident; (3) have been operated other than in accordance with the printed instructions prepared by Seller and provided by Seller with the Products or Services; or (4) have been subject to abnormal wear of wetted parts caused by Buyer’s application of the Products. Furthermore, Buyer acknowledges that repairs performed by Buyer or others are not warranted by Seller, and that third party equipment shall be subject to the warranties provided therewith. Products shall carry only the warranty, if any, extended by the original manufacturer for a period of one (1) year from shipment. To obtain warranty service for defective Products, Buyer must follow the instructions provided by the original manufacturer. BUYER ACKNOWLEDGES THAT SELLER SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR ANY DAMAGES ARISING OUT OF THE PRODUCT MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO BUYER.
8. DISCLAIMER OF OTHER WARRANTIES: EXCEPT WITH RESPECT TO THE ORIGINAL MANUFACTURER’S WARRANTY, IF ANY, THE PRODUCTS OFFERED BY SELLER ARE PROVIDED “AS IS” AND SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. BUYER AGREES THAT MODELS OR SAMPLES SHOWN TO BUYER, IF ANY, WERE USED MERELY TO ILLUSTRATE THE PRODUCTS AND NOT TO REPRESENT, PROMISE, OR GUARANTEE THAT ANY PRODUCTS DELIVERED HEREUNDER WOULD CONFORM TO SUCH MODELS OR SAMPLES. SELLER’S AGENTS HAVE NO AUTHORITY TO GIVE WARRANTIES BEYOND THOSE PROVIDED IN THIS LIMITED EXPRESS WARRANTY.
9. Limitation of Liability: NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, THE AGGREGATE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS AND LIABILITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR TO THE BUYER’S OR SELLER’S RIGHTS AND OBLIGATIONS HEREUNDER, WHETHER BASED ON A THEORY OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE PRICE OF THE PRODUCTS OR SERVICES. IN NO EVENT SHALL SELLER’S LIABILITY TO BUYER EXTEND TO INCLUDE INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED PROFITS, REVENUE OR USE AND COSTS INCURRED. THIS CLAUSE SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
10. Nonconforming Products or Services: Seller reserves the right to cure any shipment of nonconforming Products. At the option of Seller, Buyer’s remedies for nonconforming Products shall be limited to the repair or replacement of the nonconforming Products, and if repair or replacement is not possible, return of the nonconforming Products and repayment of any portion of the purchase price paid. Seller shall re-perform, at Seller’s sole cost and expense, any Services which do not comply with the applicable warranties specified hereof. SELLER’S OPTION TO REPAIR, REPLACE OR REFUND THE PURCHASE PRICE FOR PRODUCTS OR RE-PERFORM SERVICES IS BUYER’S EXCLUSIVE REMEDY AGAINST SELLER WHETHER SUCH REMEDY ARISES OUT OF BUYER’S CLAIM FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR ANY OTHER CLAIM WITH RESPECT TO THE PRODUCTS AND SERVICES AND SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES. THE PARTIES AGREE THAT CONSEQUENTIAL DAMAGES FOR PURPOSES OF THIS AGREEMENT REPRESENT ANY DAMAGES OTHER THAN THE COST TO REPAIR, REPLACE OR REFUND THE PURCHASE PRICE OF THE PRODUCTS WITH RESPECT TO WHICH THE LOSS OCCURRED.
11. Indemnification: Buyer agrees to indemnify and hold harmless Seller against all damages, costs, expenses and attorney’s fees arising from claims of infringement of patents, designs, copyrights or trademarks with respect to all Products manufactured or assembled either in whole or in part to Buyer’s specifications. Buyer agrees that such infringement shall be deemed a breach of the agreement. Seller further reserves the right to terminate the agreement for Products which, in the opinion of Seller, infringe upon any patent, design, copyright or trademark in their manufacture, sale and/or use, and Buyer agrees that such termination shall not be considered a breach by Seller of the agreement. Buyer further agrees that Seller shall not be liable under this provision if the Products or Services are altered or modified in any manner after Seller delivers such Products to the carrier for delivery to Buyer or completes performance of any Services. Buyer shall also indemnify Seller for any losses, penalties, or expenses arising from Buyer’s breach of U.S. export, trade, or sanctions laws. Seller shall indemnify Buyer only for third-party claims directly arising from Seller’s gross negligence or willful misconduct in the performance of these Terms.
12. Import and Export Compliance: Buyer is solely responsible for compliance with all applicable import and export control laws, in any jurisdiction, relating to the Products and Services. Buyer shall undertake all necessary actions to comply with such laws, including, but not limited to, processing of all necessary customs procedures, payment of import/export duties and import/export taxes, completion and maintenance of documentation and provision of accurate information to all customs authorities. Buyer shall indemnify and hold harmless Seller against all damages, costs, expenses and attorney’s fees arising from or alleged to arise from any violation, alleged violation, or failure to comply with, the terms of this provision by Buyer or any person for whom Buyer may be responsible.
13. Storage Fees: If Buyer requests deferral of shipment, or fails to provide information, material or documentation required by these Terms and as a result Products are placed in storage, storage fees will commence immediately following the scheduled ship date unless extended in writing. The Buyer will be charged a storage fee equal to Seller’s actual cost to store the Products. These charges will be invoiced to Buyer separately from the actual shipment and shall be paid in full by Buyer within thirty (30) days of the date of invoice.
14. Product Use: Buyer is solely responsible for determining if a Product is fit for a particular purpose and suitable for Buyer’s method of application. Accordingly, and due to the nature and manner of use of the Products, Seller is not responsible for the results or consequences of use, misuse or application of the Products.
15. Taxes: Unless otherwise indicated on the face hereof, all prices and charges are exclusive of excise, sales, use, property, occupational or like taxes which may be imposed by any taxing authority upon sales or delivery of the Products. If any such taxes must be paid by Seller or if Seller is liable for the collection of such tax, the amount thereof shall be in addition to the amounts for the items sold, and Buyer agrees to pay all such taxes or to reimburse Seller therefore. If Buyer claims exemption from any sales, use or other tax imposed by any taxing authority, Buyer shall save Seller harmless from and against any such tax, together with any interest or penalties thereon which may be assessed if the items are held to be taxable.
16. Confidentiality: The parties agree to treat the Order, this agreement, and any contract formed upon its acceptance as confidential and shall not disclose the existence or substance hereof to any third party. If in connection with the provision of Products or services hereunder a party (each one a “Recipient” as applicable to this provision) becomes aware of or receives any confidential information of the other party (each one a “Discloser” as applicable to this provision), Recipient agrees not to disclose such information to any third party or to make use of such information, except to the extent necessary to perform hereunder or as required by law. Upon Discloser’s request, the Recipient shall promptly return to Discloser all Confidential Information in tangible form. The parties agree that any disclosure or use of the other party’s Confidential Information, except as otherwise authorized herein or by Discloser in writing, would be wrongful and cause immediate and irreparable injury to Discloser. Recipient agrees to immediately notify Discloser of any unauthorized disclosure or use of any Discloser’s Confidential Information of which Recipient becomes aware. This clause shall survive termination of this Agreement.
17. Specifications: Products and Services shall be deemed to be in conformity herewith if they conform to the specifications provided by Buyer. In the event ambiguities, discrepancies, or express conflicts exist between the specifications and any other item purporting to describe or define the Products or Services, including but not limited to drawings, photographs, models or other documentation, the specifications shall control unless otherwise agreed to in writing by Seller. Seller reserves the right to amend the specification of the Products if required by any applicable statutory or regulatory requirements.
18. Force Majeure: Seller shall not be responsible or liable for any delays or failures in its performance due to any cause or condition beyond the control of Seller, including strikes or other labor difficulties, fire, floods, inability to secure transportation facilities, actions of the elements, shortage of materials or equipment, riots or other civil commotion, and war.
19. Compliance with Governing Laws and Regulations: The Parties acknowledge and agree that all business activities shall be conducted ethically, with integrity, and in full compliance with both the letter and the spirit of the laws and regulations applicable to those activities. This commitment applies without limitation to the award of contracts/subcontracts on an impartial/competitive basis, personal business conduct, internal control systems, the offering/giving/receiving of gifts or anything of value, and correct documentation and registration of financial accounts. Neither Buyer nor its employees are authorized to operate on Seller’s behalf in an illegal manner or in contrast with Seller’s business-conduct policies and vice-versa. Should a Party ever receive, directly or indirectly from any of the other Party’s representatives or agents, a request that the Party believes is contrary to the provisions of this clause, that Party shall immediately notify the other Party’s legal counsel.
20. Entire Agreement/Governing Law: These Terms, together with any applicable quotations and orders expressly accepted by Seller in writing, shall constitute the entire agreement concerning the Products, and there are no oral or other representations or agreements which pertain thereto. These Terms shall be governed in all respects by the law of the State of Indiana without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Indiana. No actions arising out of the sale of the items sold hereunder or these Terms may be brought by either party more than two (2) years after the cause of action accrues.
21. Severability: If any provision herein is held to be unlawful or unenforceable, the remaining provisions herein will remain in effect. Section 9, and any other clause as the text implies, shall survive the termination or expiration of these Terms.
22. Waiver: The failure by Seller to enforce any right or provision of these Terms does not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision is effective only if in writing and signed by a duly authorized representative of Seller.
23. Alternative Dispute Resolution: If a dispute arises between the parties, the parties agree to use the following alternative dispute resolution force (“ADR”) procedure prior to either Party pursuing other available remedies: (1) A meeting shall be held promptly between the parties, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute; (2) If, within thirty (30) days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will jointly appoint a mutually acceptable neutral person not affiliated with either of the parties to act as a mediator. If the parties are unable to agree on the neutral person within twenty (20) days, they shall seek assistance in such regard from the American Arbitration Association (“AAA”). The fees of the neutral person and all other common fees and expenses shall be shared equally by the parties; (3) The mediation may proceed in accordance with AAA’s Model Procedure for Mediation of Business Disputes. The parties shall pursue mediation in good faith and in a timely manner. In the event the mediation does not result in resolution of the dispute within sixty (60) days, then, upon seven (7) days’ written notice to the other party either party may suggest another form of ADR, e.g., arbitration, a minitrial or a summary jury trial, or may pursue other available remedies.
24. Assignment: This Agreement may not be assigned by either Party to any third party without the prior written consent of the other Party hereto; provided, however, that a Party may assign its rights and obligations hereunder by written notice to the other Party to (a) any Affiliate or (b) a successor or transferee (whether by merger, consolidation, purchase or otherwise) of either (i) all or substantially all of the assets of the assignor, or (ii) all or substantially all of the assets of the business to which it pertains; and provided such party is not a competitor of the non-assignor. Any purported assignment in violation of the preceding shall be void. Any permitted assignee shall assume all obligations of its assignor under this Agreement. No assignment shall relieve a Party of responsibility for the performance of any obligation which accrued prior to the effective date of such assignment.
25. Intellectual Property: All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Seller.
26. Buyer Default: Seller shall have the unrestricted right, upon written notice to Buyer, to declare a default (“Buyer Default”) hereunder and to terminate this Agreement if any of the following events occur: 1) Buyer’s failure to comply with any of the provisions, terms and conditions of this Agreement, including without limitation, Buyer’s failure to timely pay for any Products or Services delivered to Buyer; 2) Seller’s ability to perform of any of its obligations in respect of Services is prevented or delayed by any act or omission by Buyer or failure by Buyer to perform any relevant obligation, after a reasonable opportunity to cure such Buyer’s failure to perform or act or omission; 3) Dissolution, insolvency, appointment of a receiver, assignment for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Buyer; or 4) Seller’s determination, in its sole discretion, that Buyer’s financial condition is such to endanger Buyer’s performance hereunder.
27. Remedies Upon Buyer’s Default: Upon Buyer’s Default and Seller’s written notice thereof to Buyer, every obligation of Seller hereunder shall immediately terminate and Seller shall have all rights and remedies existing at law or in equity, including but not limited to those provided by the Uniform Commercial Code as adopted in Indiana, and Buyer shall reimburse Seller on written demand for any costs or losses sustained or incurred by Seller arising directly or indirectly from the Buyer Default. Seller shall also have the right to suspend performance of any Services until Buyer remedies such Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays Seller’s performance of any of its obligations.
28. Independent Contractor: In performing its obligations to Buyer, hereunder, Seller is acting as an independent contractor and neither party is an agent or representative of the other. Neither party is authorized to make any representations or assume or create any obligations on behalf of the other.
29. Costs of Enforcement: Buyer agrees to pay Seller’s reasonable expenses, including attorney’s fees and costs, incurred in enforcing the terms herein.

    Rev. 1/28/26