Terms & Conditions

Effective Date: 01.01.2026

1. APPLICABILITY

These Standard Terms and Conditions of Sale ("Terms") shall govern all quotations, sales, shipments, and deliveries of goods, products, components, tooling, services, and related items ("Products") by MEKRA Lang North America LLC ("Seller") to any purchaser ("Buyer").

These Terms exclusively govern the transaction and supersede all inconsistent, conflicting, or additional terms contained in Buyer's purchase orders, supplier manuals, electronic procurement systems, websites, correspondence, or other documents. Seller expressly rejects all such terms unless specifically accepted in a separate written agreement signed by an authorized officer of Seller.

Seller's commencement of performance, shipment of Products, or acceptance of any order shall not constitute acceptance of Buyer's terms and conditions.

2. QUOTATIONS AND ORDERS

All quotations are non-binding and subject to change or withdrawal at any time prior to Seller's written order acceptance.

No order shall be binding upon Seller unless accepted in writing by Seller.

Seller reserves the right to reject any order, in whole or in part, at its sole discretion.

Any modification, cancellation, or rescheduling requested by Buyer shall require Seller's prior written approval and may be subject to additional charges.

3. PRICES

Unless otherwise stated in writing, prices are subject to change without notice.

Seller reserves the right to adjust pricing upon written notice to Buyer to reflect increases:

raw material costs;
labor costs;
transportation and logistics costs;
fuel surcharges;
tariffs and customs duties;
taxes and governmental fees;
exchange rate fluctuations;
energy costs; or
other factors beyond Seller's reasonable control.

Prices are stated in U.S. Dollars unless otherwise specified.

Minimum invoice amount shall be $25.00 plus applicable charges.

4. TAXES AND GOVERNMENTAL CHARGES

All prices exclude applicable federal, state, provincial, municipal, foreign, value-added, sales, use, excise, customs, import, export, withholding, and other taxes, duties, fees, and governmental assessments.

Buyer shall be solely responsible for all such amounts.

Buyer shall indemnify, defend, and hold Seller harmless from any liability, assessment, interest, penalty, or expense arising from Buyer's failure to timely pay such taxes or charges.

5. PAYMENT TERMS

Unless otherwise agreed in writing:

1% 10 Days, Net 30 Days

from invoice date.

Amounts not paid when due shall accrue interest at the lesser of:

1.5% per month; or
the maximum rate permitted by applicable law.

Buyer shall reimburse Seller for all costs incurred in collecting overdue amounts, including attorney's fees, court costs, collection fees, and expenses.

Buyer shall not withhold payment, assert any right of setoff, deduction, recoupment, counterclaim, or reduction against amounts due Seller.

All payments due to Seller shall be made in full and without any deduction or withholding for taxes. If Buyer is required by applicable law to deduct or withhold any tax from a payment, Buyer shall pay such additional amounts as may be necessary to ensure that Seller receives the full amount it would have received absent such deduction or withholding.

6. CREDIT APPROVAL

Seller may establish, modify, suspend, or withdraw credit terms at its sole discretion.

Seller may require advance payment, letters of credit, guarantees, security interests, or other satisfactory assurances of payment.

If Seller reasonably believes Buyer's financial condition has deteriorated, Seller may suspend performance or require immediate payment.

If Buyer fails to make any payment when due or otherwise materially breaches any obligation owed to Seller, Seller may declare all amounts owed by Buyer to Seller, whether or not then due, immediately due and payable without further notice.

7. TITLE AND RISK OF LOSS

All shipments are FCA Seller's Facility (Incoterms® 2020), unless otherwise agreed in writing.

Risk of loss transfers to Buyer upon delivery to the carrier.

Title to Products shall remain with Seller until Seller receives full payment of all amounts owed by Buyer.

Seller retains and Buyer grants Seller a purchase money security interest in the Products until full payment has been received.

8. DELIVERY

Delivery dates are estimates only.

Seller shall not be liable for delays in production, shipment, or delivery.

Partial shipments shall be permitted.

Seller may allocate available production among customers in any manner Seller deems appropriate.

Buyer shall accept and pay for Products notwithstanding delayed delivery.

9. INSPECTION AND ACCEPTANCE

Buyer shall inspect Products immediately upon receipt.

Any claim for shortages, defects, nonconformities, or shipping errors must be submitted in writing within five (5) business days after delivery.

Failure to provide such notice shall constitute irrevocable acceptance of the Products.

Accepted Products may not be returned without Seller's prior written authorization.

10. LIMITED WARRANTY

Seller warrants solely to the original Buyer that Products manufactured by Seller will be free from defects in material and workmanship for twelve (12) months from shipment.

This warranty does not apply to:

misuse;
abuse;
negligence;
improper installation;
improper maintenance;
unauthorized modifications;
accidents;
improper storage;
normal wear and tear;
environmental conditions;
corrosion;
products exceeding normal service life; or
third-party supplied products or components.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE.

11. WARRANTY CLAIMS

Buyer shall notify Seller in writing of any alleged warranty claim within thirty (30) days after discovery.

Failure to timely provide notice shall constitute a complete waiver of the claim.

Upon Seller's request, Buyer shall return the affected Products for inspection.

No Product may be returned without Seller's written authorization.

12. EXCLUSIVE REMEDY

Buyer's sole and exclusive remedy shall be Seller's election to:

repair the Product;
replace the Product; or
refund the purchase price of the affected Product.

Seller's obligations under this section fully satisfy all obligations arising from warranty, contract, negligence, strict liability, or otherwise.

13. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR:

LOST PROFITS;
LOST REVENUE;
LOST BUSINESS;
LOSS OF GOODWILL;
BUSINESS INTERRUPTION;
RECALL COSTS;
FIELD SERVICE COSTS;
REMOVAL OR REINSTALLATION COSTS;
LABOR COSTS;
INSPECTION COSTS;
TRANSPORTATION COSTS;
COVER COSTS;
INCIDENTAL DAMAGES;
SPECIAL DAMAGES;
CONSEQUENTIAL DAMAGES;
EXEMPLARY DAMAGES;
PUNITIVE DAMAGES.

SELLER'S TOTAL AGGREGATE LIABILITY ARISING FROM ANY CLAIM SHALL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

14. BUYER INDEMNIFICATION

Buyer shall defend, indemnify, and hold harmless Seller, its affiliates, officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, penalties, costs, and expenses, including attorney's fees, arising from:

Buyer's negligence or misconduct;
Buyer's installation or use of Products;
Buyer's failure to follow Seller's instructions;
Buyer's modifications to Products;
Buyer's specifications or designs;
violations of law by Buyer; or
claims asserted by Buyer's customers.

15. INTELLECTUAL PROPERTY

All intellectual property rights, including patents, copyrights, trade secrets, drawings, designs, tooling, molds, software, engineering data, technical information, and specifications provided by Seller shall remain the exclusive property of Seller.

Buyer shall not:

copy;
disclose;
reverse engineer;
decompile;
reproduce; or
use such information for any purpose other than purchasing Seller's Products.

16. CONFIDENTIALITY

Buyer shall maintain all non-public information received from Seller in strict confidence.

Such confidentiality obligations shall survive for ten (10) years following disclosure.

Buyer shall not disclose Seller's confidential information without Seller's prior written consent.

17. FORCE MAJEURE

Seller shall not be liable for delays or failures resulting from causes beyond its reasonable control, including:

acts of God;
fire;
flood;
war;
terrorism;
pandemic;
epidemic;
labor disputes;
utility interruptions;
cyberattacks;
transportation disruptions;
shortages of labor, energy, components, or raw materials;
governmental actions;
trade restrictions;
supplier failures; and
supply chain interruptions.

Seller's performance shall be suspended during the duration of such event.

18. CANCELLATION

Buyer may not cancel any order without Seller's prior written consent.

Buyer shall remain liable for:

Products already completed;
Products in production;
purchased materials;
work-in-process;
cancellation charges; and
all costs incurred by Seller.

19. RETURNS

No return shall be accepted without Seller's prior written authorization.

Authorized returns may be subject to:

a minimum twenty percent (20%) restocking charge;
repackaging costs;
inspection costs;
freight charges; and
rework costs.

Obsolete, special-order, custom, non-standard, or discontinued Products are non-returnable.

20. COMPLIANCE

Seller shall comply with applicable laws governing manufacture and sale of Products.

Seller shall have no obligation to comply with Buyer's supplier manuals, customer-specific requirements, audits, policies, standards, or procedures unless specifically agreed to in writing.

21. EXPORT CONTROLS AND SANCTIONS COMPLIANCE

Buyer shall comply with all applicable export control, sanctions, customs, anti-boycott, and trade laws and regulations. Buyer shall not sell, transfer, export, re-export, or otherwise provide Products to prohibited destinations, sanctioned countries, restricted parties, or denied persons. Buyer shall indemnify Seller against violations of this Section.

22. DATA PRIVACY AND SECURITY

Each party shall comply with applicable privacy and data protection laws. Buyer shall maintain reasonable safeguards for personal information and confidential data and promptly notify Seller of any data breach, unauthorized access, or security incident involving Seller information.

23. ELECTRONIC TRANSACTIONS

Orders, releases, notices, invoices, communications, EDI transactions, portal transactions, emails, and electronic signatures shall have the same legal force and effect as original written and signed documents.

24. CLAIMS PERIOD

Any claim by Buyer arising from or relating to the Products or any transaction between the parties must be commenced within six (6) months after the claim accrues.

Any claim brought thereafter shall be permanently barred.

25. GOVERNING LAW AND JURISDICTION

These Terms shall be governed exclusively by the laws of the State of South Carolina, without regard to conflict of law principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Buyer irrevocably agrees that all disputes shall be brought exclusively in the state or federal courts located in Richland County, South Carolina.

26. GENERAL PROVISIONS

Failure by Seller to enforce any provision shall not constitute a waiver.

If any provision is determined invalid or unenforceable, the remaining provisions shall remain in full force and effect.

These Terms constitute the entire agreement between Seller and Buyer concerning the sale of Products and may only be modified by a written document executed by Seller.

MEKRA Lang North America LLC

Standard Terms and Conditions of Sale

Effective: 01.01.2026

STANDARD TERMS AND CONDITIONS OF SALES

MEKRA Lang North America LLC