Terms of Sale

1. Acceptance of Terms

These Terms of Sale ("Terms") govern all sales of structural systems, components, and related products ("Products") by Controlled Dynamics Inc.("Seller," "we," "us") to commercial buyers ("Buyer," "you"). By submitting a purchase order or accepting delivery, you agree to be bound by these Terms.

2. B2B Commercial Sales Only

All Products are sold for commercial, industrial, or business use only. We do not sell to consumers. You represent that you are purchasing Products for incorporation into commercial equipment, industrial facilities, or resale in the ordinary course of business.

3. Quotations and Orders

3.1 Quotation Validity

All quotations are valid for 30 days from issuance unless otherwise specified. Pricing is subject to change without notice after quotation expiration.

3.2 Order Acceptance

Purchase orders are subject to acceptance by Seller. We reserve the right to decline any order for any reason, including but not limited to product availability, credit approval, or order accuracy concerns.

3.3 Custom Products

Custom-engineered Products require written specifications and engineering drawings. Custom orders are non-cancellable and non-returnable once production begins.

4. Pricing and Payment

4.1 Pricing

All prices are in U.S. Dollars (USD) unless otherwise specified. Prices exclude applicable taxes, duties, shipping, handling, and insurance unless expressly stated otherwise.

4.2 Payment Terms

Standard payment terms are Net 30 days from invoice date for approved credit accounts. New customers and custom orders require payment in advance or letter of credit.

4.3 Late Payment

Overdue amounts accrue interest at 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less. We reserve the right to suspend shipments for accounts with past-due balances.

5. Shipping and Delivery

5.1 Shipping Terms

Unless otherwise agreed in writing, all shipments are FOB (Free On Board) Seller's facility. Title and risk of loss pass to Buyer upon delivery to the carrier.

5.2 Delivery Dates

Estimated delivery dates are approximate only. Seller is not liable for delays in delivery caused by circumstances beyond our reasonable control, including supply chain disruptions, material shortages, or force majeure events.

5.3 Inspection Upon Receipt

Buyer must inspect Products immediately upon receipt and notify Seller of any damage, shortage, or non-conformity within 5 business days. Failure to provide timely notice constitutes acceptance.

6. Limited Warranty

6.1 Warranty Period

Seller warrants that Products will be free from defects in materials and workmanship for a period of one (1) year from date of shipment to the original Buyer.

6.2 Warranty Coverage

Seller's sole obligation under this warranty is, at its option, to repair or replace defective Products or refund the purchase price. Buyer must return defective Products freight prepaid with prior authorization.

6.3 Warranty Exclusions

This warranty does not cover:

• Normal wear and tear
• Damage from misuse, abuse, or improper installation
• Modifications or repairs by unauthorized parties
• Products not used in accordance with specifications or documentation
• Damage from accident, negligence, or Acts of God
• Cosmetic defects that do not affect functionality

6.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SELLER DOES NOT WARRANT THAT PRODUCTS WILL MEET BUYER'S REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

7. Limitation of Liability

7.1 Excluded Damages

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits or revenue
• Loss of use or downtime costs
• Loss of data or business information
• Cost of substitute products or services
• Claims by third parties
• Business interruption

This exclusion applies regardless of the legal theory (contract, tort, strict liability, or otherwise) and even if Seller has been advised of the possibility of such damages.

7.2 Cap on Direct Damages

SELLER'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO PRODUCTS OR THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE SPECIFIC PRODUCT(S) GIVING RISE TO THE CLAIM.

7.3 Exceptions

Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

8. Returns and Cancellations

8.1 Return Policy

Standard Products may be returned within 30 days of shipment for a refund, subject to a 25% restocking fee. Products must be unused, in original packaging, and accompanied by Return Authorization (RA) number.

8.2 Non-Returnable Items

The following cannot be returned:

• Custom-engineered or made-to-order Products
• Cut or modified materials
• Electrical or electronic components (unless defective)
• Products shipped directly from manufacturers

8.3 Order Cancellation

Standard orders may be cancelled before shipment subject to cancellation fees. Custom orders cannot be cancelled once production begins. Buyer remains liable for all costs incurred.

9. Intellectual Property

9.1 Proprietary Rights

All intellectual property rights in Products, including patents, trademarks, copyrights, trade secrets, and proprietary designs (including AngleLock™ technology), remain the exclusive property of Seller or its licensors.

9.2 Limited License

Purchase of Products grants Buyer a non-exclusive, non-transferable right to use Products for their intended commercial purpose only. This does not grant rights to reverse engineer, copy, or create derivative works.

9.3 IP Indemnification

Seller will defend Buyer against claims that Products infringe third-party intellectual property rights, provided Buyer: (a) promptly notifies Seller of the claim; (b) grants Seller sole control of defense and settlement; and (c) provides reasonable cooperation. This indemnity does not apply to claims arising from Buyer modifications or combinations with non-Seller products.

10. International Sales and Export Compliance

10.1 Export Control Compliance

Products may be subject to U.S. export control laws including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Buyer agrees to comply with all applicable export laws.

10.2 Restricted Destinations

Buyer shall not export, re-export, or transfer Products to restricted countries, entities, or persons identified on U.S. government restricted party lists, including the Denied Persons List, Entity List, and Specially Designated Nationals (SDN) List.

10.3 End-Use Restrictions

Products shall not be used in connection with weapons of mass destruction, nuclear activities, or missile technology without required government authorizations.

10.4 International Shipping

For international orders, Buyer is responsible for all import duties, taxes, customs clearance, and compliance with local regulations. Seller may require additional documentation or export licenses.

11. Indemnification

Buyer agrees to indemnify, defend, and hold harmless Seller, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Buyer's use, installation, or modification of Products
• Buyer's breach of these Terms
• Buyer's violation of applicable laws or regulations
• Buyer's negligence or willful misconduct
• Claims by Buyer's customers or third parties related to Products

12. Force Majeure

Seller shall not be liable for delays or failures in performance resulting from causes beyond reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, government actions, labor disputes, supply chain disruptions, material shortages, transportation delays, epidemics, natural disasters, or utility failures.

13. Technical Support and Engineering Services

13.1 Technical Assistance

Seller may provide technical support and engineering assistance as a courtesy. Such assistance does not constitute engineering services, design approval, or assumption of responsibility for Buyer's application.

13.2 Buyer Responsibility

Buyer is solely responsible for: (a) determining suitability of Products for intended application; (b) proper installation, use, and maintenance; (c) compliance with applicable codes and standards; and (d) adequate safety measures and warnings to end users.

14. Confidentiality

Pricing, technical specifications, and other non-public information disclosed by Seller are confidential. Buyer agrees not to disclose such information to third parties without Seller's prior written consent.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms shall be governed by the laws of the State of Wisconsin without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

15.2 Jurisdiction and Venue

Any legal action arising from these Terms shall be brought exclusively in state or federal courts located in Ozaukee County, Wisconsin. Buyer consents to personal jurisdiction and venue in such courts.

15.3 Arbitration Option

For disputes exceeding $50,000, either party may elect binding arbitration under American Arbitration Association (AAA) Commercial Arbitration Rules. Arbitration shall occur in Wisconsin.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any quotation or sales acknowledgment, constitute the entire agreement between parties and supersede all prior negotiations, understandings, and agreements. No contrary or additional terms in Buyer's purchase order or other documents shall be binding unless expressly agreed to in writing by Seller.

16.2 Modifications

Seller reserves the right to modify these Terms at any time. Updated Terms will be posted at controlleddynamicsinc.com/legal/terms-of-sale and apply to all orders placed after the posting date.

16.3 Severability

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

16.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

16.5 Assignment

Buyer may not assign or transfer these Terms without Seller's prior written consent. Seller may assign these Terms to any affiliate or successor.

17. Contact Information

For questions regarding these Terms of Sale, please contact: