NOTICE: Seller’s acceptance of any order is expressly limited to and is expressly conditioned on Buyer’s assent to these Terms and Conditions. Seller objects to and rejects any additional, different, or inconsistent terms contained in any purchase order, acknowledgment, release, website, portal, procurement platform, or other communication from Buyer, and none of such terms shall become part of the Contract unless expressly agreed to in a writing signed by an authorized representative of Seller. No Buyer form shall modify these Terms and Conditions, and Seller’s commencement of performance, shipment of Products, or provision of Services shall not be deemed acceptance of any such additional, different, or inconsistent terms. To the extent a contract is formed by the parties’ conduct, the Contract shall include only those terms on which the parties expressly agree, together with any applicable non-variable provisions of law.
QUOTATIONS; ORDER ACCEPTANCE: Unless otherwise specified in any quotation, Seller’s quotation shall expire thirty (30) days from its date and may be modified or withdrawn by Seller at any time before receipt of Buyer’s conforming acceptance. All orders are subject to acceptance by Seller. Acceptance of any purchase order is limited to the commercial terms expressly accepted by Seller, such as item, quantity, price, and requested delivery timing, and does not constitute acceptance of any preprinted, electronic, or posted terms and conditions of Buyer. Moreover, any order to purchase products received by Seller shall be returned to Seller’s corporate office in Michigan for approval or rejection, and, if accepted, shall be fulfilled from that Michigan location subject to the terms of this Contract.
(“Terms”)
1. Definitions.
“Buyer” means the entity stated in the Contract to which Seller is providing Products or Services.
“Contract” means either the contract agreement signed by both Parties, or the purchase order submitted by Buyer and accepted by Seller in writing for the sale of Products and/or Services together with these Terms and Conditions, Seller’s final quotation, any agreed scope(s) of work, and Seller’s order acknowledgment; provided, however, that in the event of any conflict, inconsistency, or ambiguity, the following order of precedence shall apply: (1) any signed master agreement between the Parties; (2) Seller’s order acknowledgment; (3) Seller’s final quotation; (4) these Terms and Conditions; and (5) all other documents.
“Contract Price” means the agreed upon price stated in the Contract for the sale of Products and/or Services, including any applicable adjustments in accordance with the Contract.
“Parties” mean Buyer and Seller, collectively, and each individually may be referred to as a “Party.”
“Products” means the equipment, parts, materials, supplies, work product and deliverables, and other goods Seller has agreed to supply to Buyer under the Contract.
“Seller” is Safety Technology International, Inc., or such entity providing Products or performing Services under the Contract.
“Services” means the services Seller has agreed to perform for Buyer under the Contract.
“Terms and Conditions” means these “Safety Technology International, Inc. General Terms and Conditions for the Sale of Products and Services,” together with any modifications or additional provisions specifically stated in Seller’s final quotation or specifically agreed upon by Seller in writing.
2. Tax.
2.1 Buyer is responsible for and shall pay all taxes, fees, impositions, charges, duties, and exactions related to Products or Services provided to Buyer under this Contract.
2.2 Contract Prices are exclusive of all sales, use, excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by
Buyer.
2.3 Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.
2.4 If Buyer claims an exemption from sales, use, or similar tax, Buyer shall provide Seller with a valid and properly completed exemption certificate acceptable to the applicable taxing authority. If Buyer fails to provide such certificate, Seller may collect tax as required by law.
3. Payment Terms.
Payment shall be due net thirty (30) days from the date of invoice, unless otherwise stated in the Contract or expressly agreed in writing by Seller. Buyer shall pay all amounts due without setoff, deduction, recoupment, or counterclaim. Seller may apply any payment received from Buyer to any outstanding invoice or obligation of Buyer in Seller’s discretion. If Buyer fails to pay any amount when due, Seller may, in addition to any other rights or remedies available to Seller, suspend shipments, withhold performance, cancel any unshipped portion of an order, or require advance payment or other adequate assurance of performance before continuing performance. Buyer grants Seller a purchase money security interest in the Products until Seller receives full payment. Buyer authorizes Seller to file financing statements to perfect this security interest. Unless otherwise stated in the Contract, any late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by applicable law. Buyer shall reimburse Seller for all costs incurred in collecting late payments, including attorneys’ fees.
4. Customs, Exports, and Related Matters.
Each Party shall comply with applicable import, export, sanctions, and trade laws and regulations to the extent such laws and regulations apply to that Party’s activities under the Contract. Seller shall provide such product information and shipping documentation as Seller customarily provides in the ordinary course of business. Buyer shall be responsible for obtaining all import licenses, permits, approvals, and other authorizations required for importation, use, resale, or transfer of the Products in the destination country, unless otherwise expressly stated in the Contract. If Buyer arranges shipment, import, or export of the Products using Buyer’s carrier, broker, freight forwarder, or account number, Buyer shall be solely responsible for all duties, import taxes, brokerage fees, clearance charges, and other similar charges associated with such shipment, importation, or exportation. If Buyer arranges export or import of the Products, Buyer shall provide Seller, upon request, with evidence of exportation or importation reasonably acceptable to the applicable tax or customs authorities.
5. Delivery; Shipping; Title; Risk of Loss.
5.1 Buyer shall pay all shipping, freight, delivery, insurance, handling, duties, brokerage, clearance, taxes, and other similar charges unless otherwise expressly stated in the Contract. If Seller prepays freight and adds freight charges to Buyer’s invoice, any freight or related charges stated in Seller’s quotation or initial invoice are based on anticipated charges and may be adjusted by Seller to reflect the actual charges incurred. Buyer shall be responsible for the full amount of actual charges incurred in connection with shipment, and Seller may invoice Buyer for any additional amount above the quoted or initially invoiced amount.
5.2 Partial shipments are permitted. Seller may make delivery in installments. Delivery dates are estimates only and are dependent upon prompt receipt from Buyer of all information, approvals, and other items necessary for Seller to perform.
5.3 Unless otherwise expressly stated in the Contract, all sales are FOB Seller’s shipping point. Title to and risk of loss for the Products pass to Buyer upon Seller’s delivery of the Products to the carrier at Seller’s shipping point, regardless of whether freight is prepaid, charged back to Buyer, billed to Buyer’s carrier account, or arranged by Seller as a convenience to Buyer. If Buyer picks up the Products or arranges pickup by its own carrier, broker, freight forwarder, or other agent, title to and risk of loss pass to Buyer when the Products are made available to Buyer or Buyer’s carrier at Seller’s facility.
5.4 If Products cannot be shipped or delivered when ready due to any act, omission, delay, or request of Buyer, Seller may store the Products at Buyer’s risk and expense, including at the place of manufacture or repair or with an agreed freight forwarder. In that event, delivery shall be deemed to have occurred, title and risk of loss shall pass to Buyer if they have not already passed, and any amounts otherwise payable upon delivery or shipment shall become immediately due. Seller may also charge Buyer reasonable storage, handling, demurrage, and related expenses. When conditions permit and upon payment of all amounts due, Seller shall make the Products available to Buyer for delivery.
5.5 If Products delivered do not correspond in quantity or type to those identified in the shipping documents, Buyer shall notify Seller in writing within five (5) business days after receipt. Seller’s liability for failure to deliver Products shall be limited to either replacing such Products within a reasonable time or adjusting the invoice to reflect the quantity actually delivered, at Seller’s option.
6. Indemnification.
Buyer agrees to defend, indemnify and hold harmless Seller, its subsidiaries, parents and affiliates and their officers, directors, shareholders, agents, servants and employees from and against any and all third party claims, losses, liabilities, damages, expenses and costs, including but not limited to reasonable attorney’s fees, accountants fees, and court costs, arising out of: (i) any negligent act or omission, willful misconduct or fraud of Buyer or its agents or (ii) the alteration or modification of the Products by the Buyer or its employees, agents or representatives or the use of the Products in combination with any other products, provided, however, that Buyer shall have no obligation to indemnify, defend, or hold harmless Seller to the extent that any such claims, losses, or damages are caused by the negligence, gross negligence, or willful misconduct of Seller, its employees, or agents.
7. Insurance.
Each Party shall maintain, at its own expense, insurance coverage in such types and amounts as are commercially reasonable for its business and sufficient to support its obligations under the Contract.
8. Choice of Law; Dispute Resolution.
8.1 This Contract, Terms and Conditions, and all matters arising out of the same shall be governed by and construed in accordance with the laws of Michigan.
8.2 Any legal suit, action or proceeding arising out of or relating to this Contract shall be commenced only in either (1) the federal courts of the United States of America in the Eastern District of Michigan; or (2) the Michigan state court in the Circuit Court in Oakland County, Michigan, and Buyer expressly submits to the jurisdiction of these courts by ordering Products or Services under this Contract, or by accepting Products or Services from Seller.
8.3 If Buyer’s pertinent place of business is outside the U.S. and Canada, the dispute shall be submitted to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC”). The number of arbitrators shall be one, selected in accordance with the ICC rules, unless the amount in dispute exceeds the equivalent of U.S. $5,000,000, in which event it shall be three arbitrators.
8.4 The arbitration under Section 8.3 shall be conducted in English. In reaching their decision, the arbitrators shall give full force and effect to the intent of the Parties as expressed in the Contract, and if a solution is not found in the Contract, shall apply the governing law of the Contract. The decision of the arbitrator(s) shall be final and binding upon both Parties, and neither Party shall seek recourse to a law court or other authority to appeal for revisions of the decision. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding arising out of these Terms and Conditions.
9. Compliance with Applicable Laws.
Seller and Buyer shall each comply with all applicable laws, statutes, rules, regulations, orders, and standards in any jurisdiction.
10. Intellectual Property.
All intellectual property rights in and to the Products, Services, and any related documentation, designs, drawings, software, firmware, specifications, data, or other materials (collectively, “Seller IP”) shall remain the sole and exclusive property of Seller. Except as expressly provided in this Contract, no license, right, title, or interest in or to any Seller IP is granted to Buyer, whether by implication, estoppel, or otherwise. Buyer shall not (and shall not permit any third party to) copy, reproduce, modify, decompile, disassemble, reverse engineer, or otherwise attempt to derive the design, structure, or source code of any Product, or use any Seller IP to create derivative works. Buyer acknowledges that any Seller IP shall be subject to the confidentiality protections as set forth herein, and Buyer’s obligations of confidentiality shall survive expiration or termination of the Contract. Seller shall have no liability to Buyer for any claims, liabilities, damages, losses, and expenses, including but not limited to reasonable attorney’s fees and costs of suit, arising out of or in connection with any claims that the Products or Services provided hereunder infringe any intellectual property rights including patents, trademarks, trade secrets, or copyrights (hereinafter collectively referred to as the "Intellectual Property Rights") of any third party except as specifically provided in this Section. In the event the foregoing is deemed inapplicable such that Seller has liability related to any of the foregoing, such liability of Seller shall be limited as set forth elsewhere in the Terms.
11. Limited Liability.
11.1 NOTWITHSTANDING ANYTHING IN THE CONTRACT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
11.2 IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE PRICE PAID BY BUYER FOR THE PRODUCT(S) OR SERVICES THAT GAVE RISE TO ANY SUCH LIABILITY.
12. Cancellation; Inspection and Acceptance of Products.
12.1 Buyer may cancel its order only with the prior written consent of Seller, which Seller may withhold in its sole discretion. All cancellations will be subject to payment to Seller of reasonable cancellation charges.
12.2 Buyer shall inspect all Products promptly upon receipt and in any event within five (5) business days after receipt. Buyer shall be deemed to have accepted all Products unless Buyer notifies Seller in writing during such five (5) day period that any Products do not conform to the applicable Seller specifications. Buyer may return Products (including any nonconforming Products) only at its sole cost and only with the prior written authorization of Seller, subject to a restocking fee as agreed by the Parties. At Seller’s sole option, Seller will repair or replace any nonconforming Products or refund to Buyer the purchase price for such Products, in any case as Buyer’s sole remedy for such nonconforming Products. Notwithstanding the foregoing, no returns of special, custom, or made-to-order Products will be permitted. No returns will be permitted, in any case, more than sixty (60) days after delivery.
13. Force Majeure.
13.1 Neither Party will be in default for any delay or failure to perform due to natural, civil or political causes beyond its control and without its fault or negligence (“Force Majeure”).
13.2 Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller, or Seller’s suppliers, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, or the worsening, escalation or expansion of any of the foregoing.
13.3 The Party affected by a Force Majeure event shall promptly provide written notice to the other, explaining in detail the full particulars and expected duration of the event, and shall use its commercially reasonable efforts to remedy the event.
14. Relationship of Parties.
Each Party is an independent contractor and the Contract shall not constitute, create, or give effect to or otherwise imply a joint venture or partnership of any kind. Neither Party shall be deemed to be an employee, agent, partner, legal representative or joint employer of the other, nor shall have any right, power or authority to create any obligation on behalf of or bind the other in any way.
15. Audit and Compliance.
Seller shall not be subject to any Buyer audit, inspection, or compliance review, and shall have no obligation to provide Buyer with any information relating to its other customers, financial statements, internal processes, security protocols, or other similar information. Buyer acknowledges and agrees that any such requests may be rejected by Seller in its sole discretion. Seller may withhold any information it deems confidential or commercially sensitive in its sole discretion. If Seller, in its sole discretion, agrees to respond to any audit or compliance request, Buyer shall reimburse Seller for all reasonable costs and expenses incurred in connection with such response.
16. Notices.
16.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Contract or to such other address that may be designated by the receiving Party in writing.
16.2 Unless specified otherwise, all Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), electronic transmission (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Contract, a Notice is effective only upon receipt by the receiving Party.
17. Amendment and Termination.
17.1 No amendment, waiver, or modification of the Contract shall be binding unless set forth in a writing signed by authorized representatives of both Parties.
17.2 Seller may terminate all or any portion of any order placed by Buyer, even if previously accepted by Seller, at any time and for any reason prior to delivery by providing written notice (including via email or by other electronic medium) of its intention to do so. In addition to any remedies that may be provided under these Terms, Seller may terminate this Contract with immediate effect upon written notice to Buyer (including by email or other electronic medium), if Buyer: (i) fails to pay any amount when due under this Contract and such failure continues for seven (7) days after Buyer's receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
18. Waiver.
No waiver by Seller of any of the provisions of this Contract is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Contract operates, or may be construed, as a waiver thereof.
19. Severability.
If any term or provision of the Contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.
20. Survival.
The rights and obligations of the Parties that by their nature should survive termination or expiration of the Contract shall survive, including without limitation payment obligations, confidentiality, intellectual property, limitation of liability, dispute resolution, indemnification, and all provisions relating to accrued rights or remedies.
21. Confidential Information.
All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
22. Assignment; Subcontractors.
Buyer shall not assign, subcontract or otherwise transfer any of its rights or obligations under the Contract unless prior written consent of Seller. Any purported assignment in violation of this Article shall be considered null and void, and shall not relieve Buyer of any of its obligations under this Contract.
23. No Third-Party Beneficiaries.
This Contract is for the sole benefit of the Parties and their permitted successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
24. Entire Agreement.
24.1 This Contract constitutes the entire agreement between Buyer and Seller relating to the subject matter hereof, and supersedes all prior and contemporaneous discussions, understandings, and agreements related to the subject matter hereof.
25. Interpretation.
25.1 Headings are for convenience only.
25.2 The term “including” when used in these Terms, shall mean “including, but not limited to”.
Effective June 12, 2026