Standard Commercial Terms and Conditions of Sale

1. Orders. Any order placed by the Buyer (hereinafter referred to as an "Order") shall be subject to, and governed exclusively by, these Standard Commercial Terms and Conditions (hereinafter referred to as these "Terms and Conditions"). Except as expressly provided in Section 9 hereof, any terms or conditions set forth in any document or form utilized by the Buyer, or referred to in any communication (whether written or oral) between the Buyer and the Seller, that conflict with or are not included within these Terms and Conditions shall be of no force or effect whatsoever, unless such terms or conditions are expressly acknowledged and signed by an authorized representative of CMU Supply (hereinafter referred to as the "Seller").

2. Acceptance of Orders. Acceptance of an Order shall be evidenced by a written or electronic confirmation issued by an authorized representative of the Seller. The Seller is under no obligation to accept any Order. The Seller's acceptance of an Order is expressly conditioned upon the understanding that these Terms and Conditions alone shall govern and define the respective rights and obligations of the parties with respect to the materials, components, equipment, or items to be delivered (hereinafter referred to as the "Goods"). The Seller's failure to object to any terms contained in any documents or communications provided by the Buyer shall not be deemed a waiver of the applicability of these Terms and Conditions.

3. Delivery. The Seller shall deliver the Goods covered by the Order to the Buyer in accordance with [Applicable Incoterms] (as defined by the Incoterms rules); delivery shall be effected via a carrier designated by the Buyer, and the Goods shall be shipped to the location specified by the Buyer. Title to, and the risk of loss or damage to, the Goods shall pass to the Buyer upon delivery. In the event that delivery is delayed due to any act or omission on the part of the Buyer, the Seller reserves the right—at its sole discretion and depending on the specific circumstances—to charge the Buyer reasonable fees for any attempted re-delivery.

4. Taxes and Fees. The Buyer shall be responsible for bearing all taxes, duties, and other charges of any nature arising from or related to the sale, delivery, or use of the Goods under this Order (including any interest and penalties incurred thereon). Should the Seller be required to pay any such charges directly to any governmental authority or to any designated agency performing services related to this Order, the Buyer shall reimburse the Seller for such payments.

5. Returns. All returned goods, regardless of the reason for return, must be accompanied by a Return Authorization Number issued by the Seller prior to their actual return. The issuance of such an authorization number does not constitute formal acceptance of the return by the Seller. All return requests (including returns made within the warranty period as described in Section 8) shall be reviewed on a case-by-case basis. The Buyer shall bear all shipping costs associated with returned goods; the Seller will review the shipping costs incurred by the Buyer to determine whether such costs qualify for reimbursement by the Seller. To request a Return Authorization Number, please contact us by phone.

7. Delays. The Seller shall not be held liable for any failure to perform or delay in the performance of its obligations caused by circumstances beyond the Seller's reasonable control. Such causes include, but are not limited to: acts of government, court orders, civil unrest, sabotage, adverse weather conditions, labor disputes, and shortages of materials or services. The Seller shall promptly notify the Buyer of any such events and shall exercise reasonable efforts to avoid or eliminate the cause in order to resume performance of its obligations with the minimum possible delay. Delivery deadlines shall be extended accordingly.

8. Warranty. The Seller warrants to the Buyer that: (a) upon the Buyer’s fulfillment of all its obligations under this Agreement, and at the time of delivery of the goods, the Seller warrants that the goods sold hereunder shall be free from defects during the warranty period specified below (which period shall commence on the date of shipment by the Seller and shall be determined based on the condition of the goods as indicated on the invoice):