Terms and Conditions Pertaining to Sales

Exclusive Agreement: These terms and conditions and the invoice to which they are attached constitute the entire agreement between LFS Technologies LLC (LFS) and the Customer/Buyer. No other oral statement, written quote, or any other document, including but not limited to the Customer’s master service contract (if any), will be interpreted to modify or amend these terms and conditions. Any attempted modifications to these terms and conditions are hereby rejected by LFS.

Price: All prices quoted are subject to change without notice. Invoices are due and payable in accordance with the terms specified on the invoice. All orders are final, non-refundable, non-cancellable, and non-transferable. LFS will not provide credit on future orders if Customer cancels all or part of its order after payment.

Delivery: LFS shall not be liable for any delay or failure in delivery of goods or for any damages suffered because an order has been delayed when the delay or failure is directly or Indirectly the result of accident (in the manufacture or otherwise), fire, flood, riot, war, terrorist attack, embargo, labor shortages, inadequate transportation facilities, health pandemic, shortage or significant increase In the price of materials or supplies, regulation by governmental authority, or any like or similar cause or causes beyond LFS’s control. All sales are FOB point of shipment unless otherwise specified on this invoice. LFS will use commercially reasonable efforts to ship within the time specified but does not guarantee to do so and will not be liable for any damage caused by delivery delays.

Upon LFS’s delivery to Customer’s carrier, title to the goods and all risk of loss transfers from LFS to the carrier. If goods are received visibly damaged, written description of the damage should be obtained from the carrier on the freight bill or delivery ticket. If damage is discovered after unpacking, the carrier should be promptly notified. LFS will reasonably cooperate with Customer’s claim against the carrier, provided LFS receives notice within 15 days after delivery to carrier.

Limited Warranty: LFS warrants that the goods will meet Customer’s specifications as stated in this Invoice subject to standard manufacturing variations. LFS MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY AND THE WARANTY OF FITNESS FOR A PARTICULAR PURPOSE. LFS HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OTHER THAN AS SPECIFIED HEREIN. TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL GOODS SOLD BY LFS ARE STRICTLY ON AN “AS IS, WHERE IS” BASIS.

No Set-Off: Unless otherwise agreed in advance in writing, neither Party shall have the right to set off any amount due under this Agreement for any amounts that may be due from the other Party under this Agreement or any other agreement.

Damages Limitation. LFS’S LIABILITY FOR ANY ALLEGED DAMAGES RELATED TO OR CONNECTED WITH THIS SALE WILL NOT EXCEED THE PURCHASE PRICE OF THE GOODS PURCHASED. IN ANY EVENT, LFS WILL HAVE NO LIABILITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING FROM ANY BREACH OF CONTRACT OR TORT ALLEGEDLY COMMITTED BY LFS OR THE MANUFACTURER OF GOODS PURCHASED. CUSTOMER’S EXCLUSIVE REMEDY AGAINST LFS FOR ANY ADJUDICATED BREACH BY LFS WILL BE LIMITED TO THE REPLACEMENT OF THE GOODS AT THE DELIVERY LOCATION, OR REPAYMENT OF THE PURCHASE PRICE.

Dispute Location. Any action, suit, or proceeding related to or connected with this sale will only be brought in the state courts situated in Tarrant County, Texas. Customer consents to the exclusive jurisdiction and venue of the courts in Tarrant County,

Texas for any action, suit, or proceeding related to or connected with this sale. Customer irrevocably waives any claim that Tarrant County, Texas is an inconvenient forum for any dispute between the parties. THIS TRANSACTION WILL BE GOVERNED EXCLUSVELY BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS. THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY.

Credit. It is understood that delivery may be withheld on orders pending credit approval, and even in the case of orders formally accepted, LFS will not make delivery if, In LFS’s sole discretion, Customer’s ability to pay for the goods is in reasonable doubt.