Terms & Conditions


  1. ORDERS.  Purchase orders are not valid unless transmitted by means of electronic mail from Purchaser’s authorized agent, or in writing and signed by the Purchaser’s authorized agent. Purchaser will not recognize claims based on verbal orders.
  2. ACCEPTANCE – AGREEMENT. Seller’s commencement of work on the goods subject to this purchase order or shipment of such goods, whichever occurs first, shall be deemed an effective mode of acceptance of this purchase order. Any acceptance of this purchase order is limited to acceptance of the express terms contained on the face and back hereof. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller’s acceptance is hereby objected to and rejected, but such proposals shall not operate as a rejection of this offer unless such variances are in the terms of the description, quantity, price, or delivery schedule of the goods, but shall be deemed a material alteration thereof, and this offer shall be deemed accepted by Seller without said additional or different terms. If this purchase order shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms contained on the face and on the back hereof. Additional or different terms or any attempt by Seller to vary in any degree any of the terms of this purchase order shall be deemed material and are objected to and rejected, but this purchase order shall not operate as a rejection of the Seller’s offer unless it contains variances in the terms of the description, quantity, price, or delivery schedule of the goods.
  3. SHIPMENT.  If delivery is not made by the date indicated in this Order, Purchaser may, in addition to its other rights, cancel this Order, without any liability whatsoever.  Time is of the essence with respect to the purchaser order.  Purchaser’s production schedules are based on the agreement of the Seller that the materials will be delivered to the Purchaser by the date indicated on the purchase order.  If in order to comply with Purchaser’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any and all transportation costs to meet the required delivery date shall be paid for by Seller unless the necessity for a rerouting or expedited handling has been caused by Purchaser.
  4. FORCE MAJEURE.  Purchaser may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such goods at the direction of the Purchaser and shall deliver them when the cause affecting the delay has been removed. Purchaser shall be responsible only for Seller’s direct additional costs in holding the goods or delaying performance of this agreement at Purchaser’s request. Causes beyond Purchaser’s control shall include, but not be limited to, war, hostilities, acts of the public enemy, sabotage, revolution, insurrection, terrorist activity, riot or disorder; confiscation, embargo, nationalization or other similar government action, breakdown of the telecommunication links; acts of God, fire, frost, earthquake, storm, lightning, flood, or perils of the sea; epidemic; or any other cause beyond the reasonable control of the Purchaser.
  5. CHANGES.  Purchaser shall have the right at any time to make changes in drawings, designs, specifications, materials, packaging, time and place of delivery and method of transportation. If any such changes cause an increase or decrease in the cost, or the time required for the performance, an equitable adjustment shall be made and this agreement shall be modified in writing accordingly. Seller agrees to accept any such changes subject to this paragraph.
  6. PRICE AND PAYMENT.  Seller warrants that the prices for the articles sold Purchaser hereunder are not less favorable than those currently extended to any other customer for the same or similar articles in similar quantities. In the event Seller reduces its price for such article during the term of this order, Seller agrees to reduce the prices hereof correspondingly. The price stated in this Order includes all charges for packaging, boxing, crating, special handling, and freight, F.O.B. destination. No modification or adjustment of thestated price may be made without the signed written agreement of Purchaser. If the price is not stated on this Order, the price shall be the lower of: the later price last quoted or paid, or the prevailing market price.
  7. SETOFF.  All claims for money due or to become due from Purchaser shall be subject to deduction or setoff by the Purchaser by reason of any counterclaim arising out of this or any other transaction with Seller.
  8. DELIVERY AND RISK OF LOSS.  Delivery shall be F.O.B. destination unless otherwise specified on the face of this order. Each invoice shall show shipping charges as a separate item and shall contain the original or a copy of the bill indicating that payment by Vendor for shipping has been made. Notwithstanding any agreement by Purchaser to pay freight or other transportation charges, delivery is not complete until the goods have been actually received and accepted the risk of loss or damage prior to completion of delivery shall be upon the Vendor, and any such loss or damage to goods or materials ordered hereunder shall not release Vendor from any obligation hereunder.  Purchaser reserves the right to refuse C.O.D. shipments.
  9. WARRANTY.  Seller expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. Seller warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods or services, and that any goods will be adequately contained, packaged, marked, and labeled. Seller warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If Seller knows or has reason to know the particular purpose for which Purchaser intends to use the goods or services, Seller warrants that such goods or services will be fit for such particular purpose. Seller warrants that goods or services furnished will conform in all respects to samples.  Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the Seller’s obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. Seller’s warranty shall run to Purchaser, its successors, assigns and customers, and users of products sold by Purchaser. Seller agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to Purchaser, when notified of such nonconformity by Purchaser, provided Purchaser elects to provide Seller with the opportunity to do so.  In the event of failure of Seller to correct defects in or replace nonconforming goods or services promptly, Purchaser, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the cost incurred by Purchaser in doing so.
  10. INDEMNIFICATION.  Seller shall defend, indemnify and hold harmless Purchaser against all damages, claims or liabilities and expenses (including attorneys’ fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, or from any act or omission of Seller, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of Seller.
  11. INSPECTION/TESTING.  Payment for the goods delivered hereunder shall not constitute acceptance thereof. Purchaser shall have the right to inspect such goods and to reject any or all of said goods which are in Purchaser’s judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to Purchaser’s other rights, Purchaser may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Purchaser receives goods whose defects or nonconformities are not apparent on examination, Purchaser reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve in any way the Seller from the obligation of testing, inspection and quality control.  Purchaser shall also have the right to inspect Seller’s facilities upon reasonable advance notice to Seller.
  12. IDENTIFICATION.  All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting this Order shall contain the applicable order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this Order, indicating the content of such boxes or packages.
  13. NON-WAIVER.  Purchaser’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Purchaser’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
  14. ENTIRE AGREEMENT.  This purchase order, and any documents referred to on the face hereof, constitute the entire agreement between the parties.
  15. BANKRUPTCY.  In the event of any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against the Vendor, including any proceeding under the United States bankruptcy laws, or in the event of the appointment, with or without Vendor’s consent, of a receiver of an assignee for the benefit of creditors, Purchaser shall be entitled to cancel any unfilled part of this Order without any liability whatsoever.
  16. TAXES.  Unless otherwise indicated on the face of the purchase order, the prices indicated include all applicable federal, state and local taxes in effect on the date of the purchaser order.   Purchaser agrees to furnish to Seller, upon acceptance of goods or materials supplied under this purchase, with an exemption certificate, if applicable.
  17. EQUAL OPPORTUNITY.  Seller agrees to comply with all laws prohibiting discrimination against any employee or applicant for employment because of race, religion, color, national origin, sex, age or because of a physical or mental handicap, including Title VII of the Civil Rights Act of 1964 as amended, Executive Orders 10925, 11141 and 11246 as amended. Sections 402 and 503, the regulations at 41 C.F.R. Parts 60-1 through 60 – 60, 60-250 and 60-741, and ASPR 12-802 as modified by ASPR –12-803m which are part of hereof by
  18. COMPLIANCE.  Seller warrants that all goods and services sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations, including EEO and Affirmative Action, to which they are subject.  Seller shall execute and deliver such documents as may be required to effect or to evidence compliance.  All laws and regulations required in agreements of this character are hereby incorporated by this reference, as applicable, including provisions of 38 U.S. Code 4212, Executive Orders 11246, 11375, 11758, 11701, 12086, 13201 (including 29 CFR Part 470), as amended, and any subsequent executive orders relating to equal opportunity for employment on government contracts.
  19. TERMINATION FOR CONVENIENCE OF PURCHASER.  Purchaser reserves the right to terminate this order or any part hereof for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall be paid a reasonable termination charge, consisting of a percentage of the order price reflecting the percentage of the work performed prior to the notice of termination, plus actual direct costs resulting from termination. Seller shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Seller’s suppliers or subcontractors which Seller could reasonably have avoided.
  20. TERMINATION FOR CAUSE.  Purchaser may also terminate this order or any part hereof for cause in the event of any default by the vendor or if the vendor fails to comply with any of the terms and conditions of this offer. Late deliveries, deliveries of products which are defective or which do not conform to this order, and failure to provide Purchaser, upon request, of reasonable assurances of future performance shall all be causes allowing Purchaser to terminate this order for cause. In the event of termination for cause, Purchaser shall not be liable to Seller for any amount, and Seller shall be liable to Purchaser for any and all damages sustained by reason of the default which gave rise to the termination.
  21. PROPRIETARY INFORMATION – CONFIDENTIALITY – ADVERTISING.  Seller shall consider all information furnished by Purchaser to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than performing this contract, unless Seller obtains written permission from Purchaser to do so. This paragraph shall apply to drawings, specifications, or other documents prepared by Seller for Purchaser in connection with this order, as well as all tools or materials furnished or paid for by Purchaser, all of which Seller agrees are the sole and exclusive property of Purchaser.  Seller shall not advertise or publish the fact that Purchaser has contracted to purchase goods from Seller, nor shall any information relating to the order be disclosed without Purchaser’s written permission.
  22. PATENTS.  Seller agrees upon receipt of notification to promptly assume full responsibility for defense of any suit or proceeding which may be brought against Purchaser or its agents, customers, or other vendors for alleged patent infringement, as well as for any alleged unfair competition resulting from similarity in design, trademark or appearance of the goods or services furnished hereunder, and Seller further agrees to indemnify Purchaser, its agents and customers against any and all expenses, losses, royalties, profits, and damages, including court costs and attorneys’ fees resulting from any such suit or proceeding, including any settlement. Purchaser may be represented by and actively participate through its own counsel in any such suit or proceeding if it so desires, and the costs of such representation shall be paid by Seller.
  23. ASSIGNMENTS AND SUBCONTRACTING.  No part of this order may be assigned or subcontracted without prior written approval of Purchaser.
  24. LIMITATION ON PURCHASER’S LIABILITY – STATUTE OF LIMITATIONS.  In no event shall Purchaser be liable for anticipated profits or for incidental or consequential damages. Purchaser’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof, which gives rise to the claim. Purchaser shall not be liable for penalties of any kind.  Any action resulting from any breach on the part of Purchaser as to the goods or services delivered hereunder must be commenced within one year after the cause of action has accrued.
  25. SEVERABILITY.  If any provision hereof shall be found to be inoperable or in violation of any law or regulation, only that provision shall be stricken from this order and the remainder of the order shall not be affected.
  26. GOVERNING LAW.  The laws of the State of Illinois shall govern this purchase order and the rights and the obligations of the parties hereunder.  Venue of any action brought hereunder shall be in the courts of Lake County, Illinois, and the federal courts of the Northern District of Illinois, Eastern Division.



  1. ACCEPTANCE AND GOVERNING TERMS AND CONDITIONS.  These Terms and Conditions shall be the only ones governing the sale of products from Seller to Buyer and it is agreed that they supersede all prior communications including oral and written proposals.  Seller shall not be bound by any of the terms and conditions in Buyer’s purchase order or elsewhere unless Seller specifically agrees otherwise in a written, signed document.  IN THE ABSENCE OF WRITTEN ACCEPTANCE OF SELLER’S TERMS BY BUYER, THE PLACING OF A PURCHASE ORDER, ACCEPTANCE OF OR PAYMENT FOR ANY OF THE PRODUCTS HEREUNDER BY BUYER OR HIS AGENT SHALL CONSTITUTE ACCEPTANCE OF THESE TERMS AND CONDITIONS.  All purchase orders shall state the Seller’s quotation number.  All written price quotations provided by Seller shall expire thirty (30) days from the date thereof, unless otherwise stated in the quotation.
  2. DELIVERY.  Delivery will be made F O B Point of Shipment, unless otherwise agreed in writing by Seller.  All stipulated delivery or shipment dates given by Seller are estimates only.  Seller reserves the right to make deliveries in installments and the contract shall be severable as to any such installments.  Delay in delivery or other default in any installment shall not relieve Buyer of its obligation to accept and pay for remaining deliveries.  IN NO EVENT SHALL SELLER BE LIABLE FOR INCREASED MANUFACTURING
    COSTS, LOSS OF PROFITS OR GOODWILL, OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY CLAIMS FOR DELAY IN DELIVERY OR SHIPMENT SHORTAGE.  Notwithstanding anything in this Agreement to the contrary, Seller shall have no obligation to ship any products to Buyer if Buyer is late or overdue in the payment of any obligation owed to Seller.  Unless otherwise agreed to in writing by Seller, Buyer shall inspect all products immediately after arrival and shall notify Seller in writing within fourteen (14) days after receipt of any shortages, non-conformance or any other failure under a Purchase Order.  Any shortages, non-conformances or other failures under a Purchase Order not reported in writing within such fourteen (14) day period shall be forever waived by Buyer and delivery shall be deemed accepted by Buyer.
  3. RESPONSIBILITY AND TITLE.  Title to articles sold hereunder shall pass from Seller to Buyer at the FOB Point of Shipment, unless otherwise agreed in writing by Seller.  However, notwithstanding passage of title, Seller shall retain a security interest and right of possession in the articles until Buyer has made payment in full.  Buyer agrees to cooperate in whatever manner necessary to assist Seller in the protection of said security interest.  Risk of loss and damage to articles sold shall be borne by Buyer after the articles are delivered to the FOB point.  Buyer shall be responsible for filing any necessary claims against the carrier.
  4. WARRANTY.  Seller warrants the products furnished hereunder to be free from defects in material and workmanship for a period of 12 months from the date of shipment to Buyer.  Seller’s obligation hereunder shall be limited to either refunding the purchase price or to repairing or replacing, at Seller’s sole discretion, any product for which written notice or nonconformance hereunder is received by Seller from Buyer within 12 months following the date of delivery, provided that such nonconforming products are returned FOB to Seller’s plant within 30 days after notice of nonconformance.  This warranty does not apply to any products which Seller determines have been subjected to testing, operating or environmental conditions in excess of the maximum values established therefore in the applicable specifications or to products determines have otherwise been subject to mishandling, misuse, neglect, improper testing, repair, alteration or damage or to products which have been subjected to assembly or processes which alter their physical or electrical properties.

Notice of nonconformance should be sent to:

Termax Corporation
Attn: Quality Department
1155 Rose Road
Lake Zurich, IL 60047


  1. PRICE AND PAYMENT.  Applicable prices and pricing policy will be those in effect on the date of shipment.  Unless otherwise agreed in writing, all prices are in US currency at Seller’s factory and shall be paid in full within thirty (30) days of Buyer’s receipt of invoice. Payments that are more than thirty (30) days past due are subject to finance charge of 1.5% per month on the unpaid balance. If any credit is extended to Buyer because of Buyer’s failure to pay for any articles when due or for any other reason deemed good and sufficient by Seller, in such event all subsequent shipments shall be paid for in cash with Purchase Ordernotwithstanding the terms of payment herein  In the event Seller learns of Buyer’s bankruptcy in solvency, receivership or other good reason to believe that Buyer will be financially unable to pay for goods delivered under any credit arrangement provided for by the terms hereof, or otherwise, then, in the event that there are goods then still in transit which are to be delivered to Buyer hereunder, Seller shall have the right to declare that particular delivery rescinded and retain title to such goods without liability to Sellerwhatsoever.

All prices are exclusive of all federal, state, local and foreign excise, sales, use, export, import, transit, and similar taxes and Seller reserves the right to require Buyer to reimburse Seller for any such taxes arising as a result of Buyer’s purchase hereunder.

  1. CREDIT APPROVAL. Notwithstanding anything in these Terms and Conditions to the contrary, all shipments, deliveries and performance of work shall at all times be subject to the approval of the Seller’s credit department. Seller may at any time decline to make any shipment or perform any work except upon receipt of payment in advance or upon such other payment terms as are acceptable to Seller’s credit department.
  2. CANCELLATION AND TERMINATION.  (a)  No cancellation by Buyer for default shall be effective unless and until Seller shall have failed to correct such alleged default within sixty (60) days after receipt by Seller of a written notice specifying such default.  Buyer may not otherwise withdraw, cancel or terminate any Purchase Order.


  1. RETURNS: No returns will be accepted without prior return authorization from Termax. All requests for returns must be made within thirty (30) days from the delivery date. Materials tendered for return (except those tendered for defects) must be in saleable condition and, in all cases must be packed in original cartons and return shipping prepaid to Termax accompanied by a return authorization number clearly displayed on the shipping label. Regardless of shipping terms, materials returned shall remain at the risk of Buyer until actually received by Termax.
  2. FORCE MAJEURE. The Seller shall not be liable for any delay in, or failure of performance due to war, hostilities, acts of the public enemy, sabotage, revolution, insurrection, terrorist activity, riot or disorder; confiscation, embargo, nationalization or other similar government action, breakdown of the telecommunication links; acts of God, fire, frost, earthquake, storm, lightning, flood, or perils of the sea; epidemic; or any other cause beyond the reasonable control of the Seller. In the event Seller is unable wholly or partially to conform because of any cause beyond its control, Seller may terminate this order without any further liability to Buyer.
  3. INDEMINIFICATION OF SELLER. Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, managers, members, employees, agents, shareholders, affiliated companies and their respective successors and assigns from and against any and all claims relating to, in connection with or arising from: (a) any breach by Buyer of any provisions of these Terms and Conditions; (b) any claim or suit for actual or alleged violation or infringement of any United Sates patent or United States copyright of any third party arising from Buyer’s designs, specifications or instructions to Seller; (c) any unauthorized modifications, alteration, adaptation or use of the products; and (d) any claim or suit for damages arising from acts, representation  or omissions of Buyer related to Buyer’s sale of the products, use of the products or incorporation of the products, into a product or part thereof. Seller shall have the right to control the defense of any such claim, including, without limitation, authority to settle any such claim and seek reimbursement from Buyer and select counsel.
  4. PROPERTY.  All materials, tooling, facilities, production aids, drawings, and other data and other property required for performance, herein called “property” shall be furnished by and title there to shall remain in Seller.
  5. TECHNICAL ASSISTANCE.  Seller’s warranty as herein above set forth shall not be enlarged, diminished or affected by, and no obligation or liability shall arise or grow out of, Seller’s rendering of technical advice, facilities or service in connection with Buyer’s order or the goods furnished hereunder.
  6. CONFIDENTIAL INFORMATION.  All software, drawings, diagrams, specifications and other materials furnished by Seller relating to the use and service of products furnished hereunder, including any all quotations and information therein, are proprietary to Seller.  Such software, diagrams, drawings, specifications, quotations, and other materials, have been developed at great expense and are considered to be trade secrets of the Seller.  Buyer may not reproduce or distribute, in any way, such diagrams drawings, specifications and other materials, except to officers and employees in Buyers organization who may use the articles in connection with their official duties in Buyer’s organization.

In providing the products to Buyer, the Seller may have access to information relating to and about Buyer that are considered confidential.  The Supplier covenants that it shall keep all such confidential information confidential and shall use the information solely for the purposes of providing the products provided hereunder. Seller may not reproduce or distribute, in any way, the confidential
information, except to officers and employees in Seller’s organization who may use the articles in connection with their official duties in Seller’s organization.

Buyer hereby agrees and acknowledges that Seller retains all right, title and interest in and to any and all intellectual property of or related to the products and the trademarks/trade names, in whole or in part, in any form, including, without limitation, all patent, copyright, trademark, trade dress, trade secret and domain name proprietary rights (collectively, the “Intellectual Property Rights”).  All Intellectual Property Rights belong solely and exclusively to Seller.  Seller has and reserves the exclusive, worldwide right in perpetuity to protect the Intellectual Property Rights in and to the products and the trademarks/trade names, under any laws for the protection of intellectual and industrial property, including without limitation, trade secrets, trademarks, copyrights, industrial designs, patents and domain name registration(s), and whether or not such intellectual and/or industrial property thereto is/are entitled to such registration.

  1. GENERAL.  If any of the provisions or portions of these Terms and Conditions are invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted.  Buyer acknowledges that he has read and understands these Terms and Conditions and agrees to be bound by them and, further, agrees that it is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, whether oral or written and all other communications between the parties relating to the subject matter hereof.  No waiver or breach of any provision of this order shall constitute a waiver of any other breach of such provision.
  2. EXPORT – IMPORT LICENSES.  Seller will obtain and pay for all necessary U.S. export licenses and clearances and no contract shall be deemed in existence unless and until such licenses and clearances have been received by Seller, unless otherwise agreed to in writing.  Buyer shall obtain and pay for all necessary import licenses or clearances in the country or countries of any transit or final destination.
  3. EXPORT OF TECHNICAL DATA.  Buyer agrees that it will not, without the prior authorization of Seller and office of Export control, U.S. Department of Commerce, knowingly re-export, export, or ship, or cause to be re-exported, exported, or shipped directly or indirectly, any technical data obtained from Seller or from an associated company of Seller or any direct or indirect product thereof to any destination to which the U.S. Government prohibits export or re-export of the goods made the subject of this order or any technical data
    relating thereto.
  4. GOVERNING LAW.  Any contract resulting from these Terms and Conditions shall be governed by any construed according to the law of the State of Illinois.  The Seller and Buyer hereby submit to the jurisdiction of, and waive any venue objections against, the federal courts sitting in the Northern District of Illinois, or, as appropriate the state court located in Lake County, Illinois, in any litigation arising out of a Purchase Order or these Terms and Conditions.  In any action to enforce a purchase order or these Terms and Conditions, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment.
  5. ASSIGNMENT: Buyer shall not assign or transfer any of its rights or obligations hereunder without Seller’s prior written consent.