Standard Terms and Conditions of Sale
1. Applicable Terms. These terms govern the sale of Products by Schaefer Systems International, Inc. (“SSI
Schaefer”). Whether these terms are included in an offer (including references to these terms on an invoice
issued by SSI Schafer) or an acceptance by SSI Schaefer, such offer or acceptance is conditioned on
Buyer's assent to these terms. Any additional, different or conflicting terms contained in Buyer's request for
proposal, specifications, purchase order or any other written or oral communication from Buyer shall not be
binding in any way on SSI Schaefer and are hereby expressly rejected. To the extent there are conflicting
provisions in these terms and any other document comprising the Agreement (as defined in Article 13), these
terms shall supersede and take precedence.
2. Pricing & Payment. The prices shall be: (a) as stated in SSI Schaefer’s invoice, proposal or quotation, or if
none are stated, (b) SSI Schaefer' standard prices in effect at the time of release for shipment. In the event of
a price increase or decrease, the price of Products on order shall be adjusted to reflect such increase or
decrease. This does not apply to a shipment held by request of Buyer. Products already shipped are not
subject to price increase or decrease. Discounts, if any, are as specified on the latest discount sheets issued
from time to time. Cash discounts are not applicable to notes or trade acceptances, to prepaid transportation
charges when added to SSI Schaefer's invoices or to discountable items if there are undisputed past due items
on the account. Cash discounts shall only be allowed on that portion of the invoice paid within the normal
discount period.
(a) Payment - Unless otherwise stated on SSI Schaefer’s invoice, all payments shall be net 30 days from
invoice date payable in United States Dollars.
(b) Credit Approval - All orders are subject to credit approval by SSI Schaefer. The amount of credit or terms of
payment may be changed or credit withdrawn by SSI Schaefer at any time for any reason without advance
notice. SSI Schaefer may, in its discretion, withhold further manufacture or shipment; require immediate cash
payments for past and future shipments; or require other security satisfactory to SSI Schaefer before further
manufacture or shipment is made; and may, if shipment has been made, recover the Products from the carrier,
pending receipt of such assurances.
(c) Installment Shipment - If these terms require or authorize delivery of Products in separate shipments to be
separately accepted by Buyer, Buyer may only refuse such portion of such shipment that fails to comply with
the requirements of these terms. Buyer may not refuse to receive any lot or portion of hereunder for failure of
any other lot or portion of a lot to be delivered or to comply with these terms, unless such right of refusal is
expressly provided for on the face hereof. Buyer shall pay for each lot in accordance with the terms hereof.
Payment shall be made for the Products without regard to whether Buyer has made or may make any
inspection of the Products. Products held for Buyer are at Buyer's sole risk and expense.
(d) Taxes, Shipping, Packing, Handling - Except to the extent expressly stated in these terms, SSI Schaefer’s
prices do not include any freight, storage, insurance, taxes, excises, fees, duties or other government charges
related to the Product, and Buyer shall pay such amounts or reimburse SSI Schaefer for any amounts SSI
Schaefer pays. If Buyer claims a tax or other exemption or direct payment permit, it shall provide SSI Schaefer
with a valid exemption certificate or permit and indemnify, defend and hold SSI Schaefer harmless from any
taxes, costs and penalties arising out of same. SSI Schaefer' prices include the costs of its standard domestic
packing only. Any deviation from this standard packing (domestic or export), including U.S. Government sealed
packing, shall result in extra charges. To determine such extra charges, consult SSI Schaefer's sales offices.
Any and all increases, changes, adjustments or surcharges (including, without limitation, fuel surcharges)
which may be in connection with the freight charges, rates or classification included as part of these terms,
shall be for the Buyer’s account. Orders of less than $400 are subject to a $25 handling fee.
(e) Finance Charge - Buyer agrees to pay FINANCE CHARGES on the unpaid balance of all overdue invoices,
less any applicable payments and credits, from the date each invoice is due and payable at an ANNUAL
PERCENTAGE RATE of EIGHTEEN PERCENT (18%), or the highest applicable and lawful rate on such unpaid
balance, whichever is lower.
(f) Disputed Invoice - In the event Buyer disputes any portion or all of an invoice, it shall notify SSI Schaefer in
writing of the amount in dispute and the reason for its disagreement within 21 days of receipt of the invoice
(failure to do so shall waiver Buyer’s right to object). The undisputed portion shall be paid when due, and
FINANCE CHARGE on any unpaid portion shall accrue, from the date due until the date of payment, to the
extent that such amounts are finally determined to be payable to SSI Schaefer.
(g) Collection – Upon Buyer’s default of these terms, SSI Schaefer may, in addition to any other rights or
remedies at contract or law, subject to any cure right of Buyer, declare the entire balance of Buyer’s account
immediately due and payable or foreclose any security interest in Products delivered. If any unpaid balance is
referred for collection, Buyer agrees to pay SSI Schaefer, to the extent permitted by law, reasonable attorneys’
fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to
final judgment, plus any court costs or expenses incurred by SSI Schaefer, and any FINANCE CHARGES accrued
on any unpaid balance owed by Buyer.
3. Delivery; Title; Risk of Loss. Unless otherwise explicitly agreed in writing by SSI Schaefer, Product shall be
delivered F.O.B. SSI Schaefer point of shipment with title to the Product and risk of loss or damage for the
Product passing to Buyer at that point. Buyer shall be responsible for all transportation, insurance and related
expenses including any associated taxes, duties or documentation. SSI Schaefer may make partial shipments.
Prevailing over any provision contained herein to the contrary, shipping dates are estimates only and SSI
Schaefer shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer or Buyer's
customers if SSI Schaefer fails to meet the specified delivery schedule.
SSI Schaefer reserves, and the Buyer hereby grants to and creates in favor of SSI Schaefer, a first priority
purchase money security interest in each Product (or the equivalent under the Buyer’s local law), including all
component parts added by modification or repair, and all proceeds from the sale thereof, until full payment is
received. The Buyer agrees to sign upon request, and hereby authorizes SSI Schaefer to sign on its behalf and
as its attorney in fact, any documents necessary to perfect SSI Schaefer's security interest. Upon resale, the
Buyer agrees to take, and immediately assign to SSI Schaefer, a perfected security interest in each Product.
4. Deferment and Cancellation. Buyer shall have no deferment rights and Buyer shall be liable for cancellation
charges, which shall include without limitation a) payment of the full product price for any finished Product or
works in progress; b) payment for raw materials ordered pursuant to a firm purchase order; and c) such other
direct costs incurred by SSI Schaefer as a result of such cancellation.
5. Force Majeure / Delays. If SSI Schaefer suffers delay in performance due to any cause beyond its
reasonable control, including without limitation acts of God, strikes, labor shortage or disturbance, fire,
accident, war or civil disturbance, delays of carriers, failure of normal sources of supply, or acts of government,
the time of performance shall be extended a period of time equal to the period of the delay and its
consequences. SSI Schaefer will give to Buyer notice within a reasonable time after SSI Schaefer becomes
aware of any such delay.
6. Buyer’s Requirements. Timely performance by SSI Schaefer is contingent upon Buyer’s supplying to SSI
Schaefer all required technical information and data, including drawing approvals, and all required commercial
documentation.
7. Limited Warranty. (a) Limited Product Warranty Statements. For each Product purchased from SSI Schaefer
or an authorized reseller, SSI Schaefer makes the following limited warranties: (i) the Product is free from
defects in material and workmanship, (ii) the Product materially conforms to the specifications stated in SSI
Schaefer’s quote, proposal, and/or invoice, and (iii) at the time of delivery, SSI Schaefer has title to the
Product free and clear of liens and encumbrances (collectively, the "Limited Warranties"). Warranties with
respect to software which may be furnished by Seller as part of the Product, if any, are expressly set forth
elsewhere in these terms.
(b) Conditions to the Limited Warranties. The Limited Warranties are conditioned on (i) Buyer storing, installing,
operating and maintaining the Product in accordance with SSI Schaefer's instructions, (ii) no repairs,
modifications or alterations being made to the Product other than by SSI Schaefer or its authorized
representatives, (iii) using the Product within any conditions or in compliance with any parameters set forth in
specifications that are stated in SSI Schaefer’s proposal, quote and/or invoice, (iv) Buyer discontinuing use of
the Product after it has, or should have had, knowledge of any defect in the Product, (v) Buyer providing
prompt written notice of any warranty claims within the warranty period described below, (vi) at SSI Schaefer's
discretion, Buyer either removing and shipping the Product or non-conforming part thereof to SSI Schaefer, at
Buyer's expense, or Buyer granting SSI Schaefer access to the Products at all reasonable times and locations
to assess the warranty claims, and (vii) Buyer not being in default of any payment obligation to SSI Schaefer
under these terms.
(c.) Exclusions from Limited Warranty Coverage. The Limited Warranties specifically exclude any equipment
comprising part of the Product that is not manufactured by SSI Schaefer or not bearing its nameplate. To the
extent permitted, SSI Schaefer herby assigns any warranties made to SSI Schaefer for such equipment. SSI
Schaefer shall have no liability to Buyer under any legal theory for such equipment or any related assignment
of warranties. Additionally, any Product that is described as being experimental, developmental, prototype, or
pilot is specifically excluded from the Limited Warranties and is provided to Buyer “as is” with no warranties of
any kind. Also excluded from the Limited Warranties are normal wear and tear items including any expendable
items that comprise part of the Product, such as fuses and light bulbs.
(d.) Limited Warranty Period. Buyer shall have 12 months from initial operation of the Product or 18 months
from shipment, whichever occurs first, to provide SSI Schaefer with prompt, written notice of any claims of
breach of the Limited Warranties. Continued use or possession of the Product after expiration of the warranty
period shall be conclusive evidence that the Limited Warranties have been fulfilled to the full satisfaction of
Buyer, unless Buyer has previously provided SSI Schaefer with notice of a breach of the Limited Warranties.
(e.) Remedies for Breach of Limited Warranty. Buyer's sole and exclusive remedy for any breach of the Limited
Warranties shall be, at SSI Schaefer’s option, repair or replacement of the Product, or non-conforming parts
thereof, or refund of all or part of the purchase price. The warranty on repaired or replaced parts of the Product
shall be limited to the remainder of the original warranty period. Unless otherwise agreed to in writing by SSI
Schaefer, (i) Buyer shall be responsible for any labor required to gain access to the Product so that SSI
Schaefer can assess the available remedies and (ii) Buyer shall be responsible for all costs of installation of
repaired or replaced Products. All exchanged Products replaced under this Limited Warranty will become the
property of SSI Schaefer.
(f.) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE SSI SCHAEFER'S SOLE AND EXCLUSIVE
WARRANTIES AND ARE SUBJECT TO THE LIMITS OF LIABILITY SET FORTH IN SECTION 8 BELOW. SSI SCHAEFER
MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.
8. LIMITATION OF LIABILITY. SSI SCHAEFER SHALL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY,
FAILURE OF A REMEDY TO ACHIEVE ITS INTENDED OR ESSENTIAL PURPOSES, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY, FOR FINANCIAL LOSSES, LOSS
OF USE, REVENUE, SAVINGS OR PROFIT, OR FOR COSTS OF CAPITAL OR OF SUBSTITUTE USE OR
PERFORMANCE, OR FOR INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE, OR FOR CLAIMS BY
BUYER FOR DAMAGES OF BUYER'S CUSTOMERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE
TERMS, SSI SCHAEFER’S MAXIMUM LIABILITY UNDER THIS CONTRACT SHALL BE THE ACTUAL PURCHASE
PRICE RECEIVED BY SSI SCHAEFER FOR THE PRODUCT AT ISSUE. BUYER AGREES THAT THE EXCLUSIONS
AND LIMITATIONS SET FORTH IN THIS ARTICLE ARE SEPARATE AND INDEPENDENT FROM ANY REMEDIES
WHICH BUYER MAY HAVE HEREUNDER AND SHALL BE GIVEN FULL FORCE AND EFFECT WHETHER OR NOT
ANY OR ALL SUCH REMEDIES SHALL BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THESE
LIMITATIONS OF LIABILITY ARE EFFECTIVE EVEN IF SSI SCHAEFER HAS BEEN ADVISED BY THE BUYER OF THE
POSSIBILITY OF SUCH DAMAGES.
9. Patent and Copyright Infringement. Subject to the limitations set forth in Article 8 above (to the extent
permitted by applicable law), SSI Schaefer will, at its own expense, defend or at its option settle any suit or
proceeding brought against Buyer in so far as it is based on an allegation, levied by a third party, that any
Product (including parts thereof), or use thereof for its intended purpose, constitutes an infringement of any
United States patent or copyright, if SSI Schaefer is promptly provided notice and given authority, information,
and assistance in a timely manner for the defense of said suit or proceeding. SSI Schaefer will pay the
damages and costs awarded in any suit or proceeding so defended. SSI Schaefer will not be responsible for
any settlement of such suit or proceeding made without its prior written consent. In case the Product, or any
part thereof, as a result of any suit or proceeding so defended is held to constitute infringement or its use by
Buyer is enjoined, SSI Schaefer will, at its option and its own expense, either: (a) procure for Buyer the right to
continue using said Product; (b) replace it with substantially equivalent non-infringing Product; or (c) modify the
Product so it becomes non-infringing.
SSI Schaefer will have no duty or obligation to Buyer under this Article to the extent that the Product is (a)
supplied according to Buyer's design or instructions wherein compliance therewith has caused SSI Schaefer to
deviate from its normal course of performance, (b) modified by Buyer or its contractors after delivery, (c)
combined by Buyer or its contractors with devices, methods, systems or processes not furnished hereunder
and by reason of said design, instruction, modification, or combination a suit is brought against Buyer. In
addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought
against SSI Schaefer, Buyer shall protect SSI Schaefer in the same manner and to the same extent that SSI
Schaefer has agreed to protect Buyer under the provisions of the Section above.
THIS ARTICLE IS AN EXCLUSIVE STATEMENT OF ALL THE DUTIES OF THE PARTIES RELATING TO PATENTS AND
COPYRIGHTS, AND DIRECT OR CONTRIBUTORY PATENT OR COPYRIGHT AND OF ALL THE REMEDIES OF BUYER
RELATING TO ANY CLAIMS, SUITS, OR PROCEEDINGS INVOLVING PATENTS AND COPYRIGHTS.
10. Compliance with Laws. Buyer hereby acknowledges the strict ethical standards in place at SSI
Schaefer. Buyer declares and confirms that it did not, does not and will not, at any time, directly or
indirectly engage in any of the following activities: (a) money-laundering; (b) corruption and/or bribery; (c) financing of terrorism; or (d) supply of dual-use good for armament or military purposes.
Buyer further confirms that it complies with all applicable laws of the United States, European Union and
United Nations, including those relating to export control and trade sanctions laws and regulations (“Export
Control and Trade Sanctions”). More particularly Buyer confirms that: (i) neither it nor its directors, officers,
or subsidiaries are designated or sanctioned parties under Export Control and Trade Sanctions; and (ii) it
does not use any party designated or sanctioned under Export Control and Trade Sanctions in its business
operations. It shall be a condition of the continuing performance by SSI Schaefer of its obligations
hereunder that compliance with such export laws and regulations be maintained at all times. BUYER
AGREES TO INDEMNIFY AND HOLD SSI SCHAEFER HARMLESS FROM ANY AND ALL COSTS, LIABILITIES,
PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS
AND REGULATIONS.
11. Changes in Work. SSI Schaefer shall not implement any changes in the scope of work unless Buyer and SSI
Schaefer agree in writing to the details of the change and any resulting price, schedule or other contractual
modifications. Any change to any law, rule, regulation, order, code, standard or requirement that requires any
change hereunder shall entitle SSI Schaefer to an equitable adjustment in the prices and time of performance.
12. Non-waiver of Default. Each shipment made hereunder shall be considered a separate transaction. In the
event of any default by Buyer, SSI Schaefer may decline to make further shipments. If SSI Schaefer elects to
continue to make shipments, SSI Schaefer’s actions shall not constitute a waiver of any default by Buyer or in
any way affect SSI Schaefer’s legal remedies for any such default. Any waiver of SSI Schaefer to require strict
compliance with the provisions of this contract must be in writing, and any failure of SSI Schaefer to require
such strict compliance shall not be deemed a waiver of SSI Schaefer’s right to insist upon strict compliance
thereafter.
13. Final Written Agreement; Modification of Terms. These terms, together with any quotation, purchase order
or acknowledgement issued or signed by SSI Schaefer, comprise the complete and exclusive agreement
between the parties (the “Agreement”). These terms may only be modified by a written instrument signed by
authorized representatives of both parties.
14. Assignment. Neither party may assign the Agreement, in whole or in part, nor any rights or obligations
hereunder without the prior written consent of the other; provided however that SSI Schaefer may assign its
rights and obligations under these terms to any of its affiliates and SSI Schaefer may grant a security interest
in the Agreement and/or assign proceeds of the Agreement without Buyer’s consent.
15. Applicable Law and Jurisdiction. These terms are governed and construed in accordance with the
substantive and procedural laws of the State of North Carolina, without regard to its conflict of laws principles.
The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
Buyer hereby consents to jurisdiction in any state court located in Mecklenburg County, North Carolina, or any
federal court sitting in the Western District of North Carolina. BUYER HEREBY WAIVES ANY DEFENSE BASED
ON LACK OF JURISDICTION, IMPROPER VENUE OR FORUM NONCONVENIENS. BUYER WAIVES ALL RIGHTS TO
A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED IN ANY WAY TO THESE TERMS.
16. Severability. If any provision of these terms is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not in any way be affected or impaired, and such
provision will be deemed to be restated to reflect the original intentions of the parties as nearly as possible in
accordance with applicable law.
Effective October 8, 2025