Terms & Conditions of Supply and Sale

1.1 Entire Agreement.

This Agreement, including all invoices, delivery tickets, and referenced policies, constitutes the entire agreement between the parties for the supply and sale of goods and services.

1.2 No Supplementary Terms.

Any additional, different, or conflicting terms in Customer's purchase orders, confirmations, acknowledgments, or other communications, whether printed or electronic, are expressly excluded and shall not become part of this Agreement unless expressly agreed in writing by an authorized representative of Cogsworth.

1.3 Amendments.

No amendment, waiver, or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of Cogsworth.

2.1 Order Acceptance.

All orders are subject to acceptance by Cogsworth, including credit approval where applicable. Cogsworth may refuse or cancel any order for any reason, including lack of credit approval.

2.2 Prices.

Prices are as set forth on Cogsworth's price lists or quotations in effect at the time of order acceptance and are subject to change without notice.

2.3 Taxes and Charges.

Customer shall pay all applicable taxes, duties, and government charges relating to the sale or delivery of goods, excluding taxes on Cogsworth's net income.

3.1 Delivery.

Delivery terms are as specified on the Customer's order or invoice. Delivery dates are estimates only and Cogsworth shall not be liable for delays.

3.2 Risk and Title.

Title to and risk of loss for goods pass to Customer upon delivery to the carrier or Customer's premises, whichever occurs first.

4.1 Terms.

Payment is due in full according to Cogsworth's payment terms, as stated on Customer's invoice or credit approval documentation.

4.2 Late Payments.

Past due amounts shall bear interest at the lesser of 1.5% per month (18% per annum) or the highest rate permitted by applicable law, plus all collection and legal costs.

4.3 Allocation.

Cogsworth may apply payments to outstanding invoices in any order it deems appropriate.

5.1 Manufacturer's Warranties.

Cogsworth shall pass through, assign, or extend to Customer any transferable manufacturer warranties for the products supplied.

5.2 Disclaimer.

EXCEPT FOR TRANSFERABLE MANUFACTURER WARRANTIES, COGSWORTH MAKES NO EXPRESS OR IMPLIED WARRANTIES, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Cogsworth's entire liability for breach of any warranty is limited to repair, replacement, or refund at Cogsworth's option.

6.1 Return Authorization Required.

No goods may be returned without Cogsworth's prior written authorization.

6.2 Return Period.

Returns may be accepted within 30 days of delivery, unless otherwise agreed.

6.3 Restocking Fee.

Returned goods may be subject to a restocking fee. Custom, special-order, or non-standard products are non-returnable and non-refundable unless otherwise agreed in writing.

6.4 Condition of Returned Goods.

Returned goods must be in original packaging and in resaleable condition.

7.1 No Consequential Damages.

IN NO EVENT SHALL COGSWORTH BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR BUSINESS, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

7.2 Maximum Liability.

Cogsworth's total liability for any claim arising out of or related to any products or services supplied shall not exceed the purchase price paid by Customer for the specific products or services giving rise to such claim.