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Excellerate Products General Terms and Conditions

Effective Date: May 28, 2026

DEFINITIONS

For purposes of these terms and conditions and the applicable Warranty, the following terms shall have the meanings set forth below:

  • “Excellerate Products” means Faith Technologies, Incorporated (FTI®), doing business as Excellerate Products™, a brand of Faith Technologies, Incorporated.
  • “Buyer” means the buyer/customer identified in the Proposal.
  • “Proposal” or “Buyer Proposal” means the proposal and any appendices or incorporated documents issued by Excellerate Products.
  • “Warranty” means the Limited Product & Service Warranty Terms & Conditions in Section “Limited Product Warranty and Service Warranty Terms”.
  • “Product(s)” or “Product(s) Covered” means the product(s) purchased by Buyer in the Proposal.
  • “Goods” means goods ordered under the Proposal, and “Goods” and “Good” are interchangeable with “Product(s)” and “Product(s) Covered.”
  • “Service(s)” means the Excellerate Products service(s) or SLA purchased by Buyer in the Proposal.
  • “Remedy” means the repair, replacement, re-performance of Service(s), provision of substitute parts/materials, or refund (as applicable) as described in these general terms and conditions.
  • “Third-Party Product” means any equipment and/or part(s) not directly produced, manufactured or developed by Excellerate Products.
  • “Third-Party Service” means any Service(s) not directly performed by Excellerate Products.
  • “Aftermarket Parts” means replacement or add‑on components sold separately from complete systems or project‑based Goods.

SECTION 1. ACCEPTANCE

1.1 Acceptance of Terms and Conditions. The Proposal expressly limits acceptance to the terms and conditions contained herein. Excellerate Products expressly rejects any and all terms and conditions presented, advanced or supplied by the Buyer.

1.2 Acceptance by Conduct. Unless otherwise mutually agreed by the parties in writing, Buyer’s ordering of Goods or Services, any initiation of performance, or actions taken towards delivery of Goods shall constitute Buyer acceptance of these Terms and Conditions.

1.3 Suitability of Goods. Buyer is solely responsible for determining the suitability, compatibility, and fitment of the Goods for Buyer’s intended application. Excellerate Products makes no representation or warranty that the Goods are suitable for any specific use unless expressly stated in writing.

1.4 No Modifications without written consent. Neither the Proposal nor included Terms and Conditions may be modified without Excellerate Products’ written consent.

1.5 Subject to Change. Excellerate Products reserves the right to amend, modify, or update terms and conditions and correct any clerical, typographical or pricing errors at any time, including after acceptance of order, without notice.

1.6 Order of Precedence. In the event of any conflict between these Terms and Conditions and any quotation, Proposal, or other agreement between the Parties, the specific terms of such Proposal or agreement shall prevail unless otherwise expressly stated. Notwithstanding the foregoing, any Aftermarket Parts–specific terms shall apply solely to the sale of Aftermarket Parts and shall control over any conflicting payment, invoicing, credit, return, or warranty provisions in these Terms and Conditions or the applicable Proposal or agreement, but only with respect to Aftermarket Parts.

SECTION 2. ASSIGNMENT

2.1 Buyer Restrictions. Buyer may not assign any of its rights or delegate any of its obligations under the Proposal without Excellerate Products’ prior written consent, which Excellerate Products will not unreasonably withhold.

2.2 Unauthorized Assignment. Excellerate Products may, at its option, void any attempted assignment or delegation undertaken without Excellerate Products’ prior written consent.

2.3 Set-Off/Recoupment. Any assignment shall be subject to set-off or recoupment for any present or future claim which Excellerate Products may have against Buyer.

SECTION 3. PAYMENT TERMS AND CREDIT

3.1 Product & Service Payment Terms. Buyer shall pay the total amount specified in Buyer Proposal in accordance with the payment terms set forth herein. Unless otherwise specified in writing by Excellerate Products, payment terms are net thirty (30) days from the date of Excellerate Products’ invoice.

3.2 Service Assumptions. The pricing provided for the service(s) detailed in Buyer Proposal is based on work being performed Monday through Friday, between 6:00 a.m. and 6:00 p.m. local time, excluding holidays, and not exceeding a ten-hour working day. Service scheduled outside these designated times will be quoted accordingly. Pricing assumes that the site, equipment, required access, customer personnel, and work area are ready and available at the scheduled service time, and that work can begin immediately upon arrival. Any delays, standby time, additional service hours, or customer-requested services outside the scope or pricing of the Proposal will be billed at the current applicable rates.

3.3 Aftermarket Parts Payment Terms. Unless otherwise authorized in writing by Excellerate Products, payment for all aftermarket part sales is due at the time of order. Excellerate Products may accept payment by credit card or other prepaid payment methods approved by Excellerate Products.

3.4 Invoicing. Excellerate Products shall issue an invoice at the time of shipment of the Goods from point of origin.

3.5 Taxes. Prices do not include any applicable taxes, duties, tariffs, or other governmental charges. Buyer shall be responsible for all such amounts unless Excellerate Products expressly agrees otherwise in writing. If Excellerate Products is required to pay any such amounts on behalf of Buyer, Buyer shall reimburse Excellerate Products upon demand.

3.6 Disputes. In the event Buyer is not in full agreement with price and terms indicated herein, Buyer shall notify Excellerate Products before issuing a Purchase Order.

3.7 Non-Conforming Goods Remedy. Buyer’s sole Remedy for defective or non-conforming Goods shall be through the applicable Product warranty.

3.8 No Withholding. Buyer shall not withhold payment, in whole or in part, unless agreed to by Parties in writing.

3.9 Title. Title to Goods shall remain with Excellerate Products until full payment has been received. Risk of loss transfers in accordance with the delivery terms set forth in this Agreement.

3.10 Shipping.

  1. Quoted shipping costs provided by Excellerate Products, or third-parties on behalf of Excellerate Products, are estimated and subject to change.
  2. In the event shipping cost differs from that provided on initial Proposal, Excellerate Products may change shipping cost invoiced at any time and adjust remainder of payment due to account for such change.

3.11 Credit.

  1. All orders, unless prepaid or a credit card transaction, are subject to credit approval by Excellerate Products.
  2. Excellerate Products reserves the right, at any time and at its sole discretion, to evaluate the creditworthiness of any prospective or current Buyer.
  3. By placing an order, Buyer authorizes Excellerate Products to obtain credit reports or other information reasonably necessary to assess creditworthiness, as permitted by applicable law.
  4. Excellerate Products reserves the right to modify payment terms, require full or partial prepayment, or cancel any order prior to shipment based on the results of such credit evaluation.
  5. Excellerate Products will provide Buyer with written notice of any such changes or cancellations. Any such actions will be made in compliance with applicable laws and regulations.

SECTION 4. AFTERMARKET PARTS AND TERMS

The terms in this Section, “Aftermarket Parts Terms” apply solely to Aftermarket Parts and supplement the general terms and conditions set forth herein, which otherwise remain fully applicable.

4.1 Purchase Orders. Excellerate Products may, in its sole discretion, accept purchase orders for Aftermarket Parts. Unless expressly agreed otherwise in writing, payment for Aftermarket Parts is due at the time of order, and the issuance of a purchase order does not constitute acceptance or create any obligation on Excellerate Products.

4.2 Returns and Warranty. Returns of Aftermarket Parts are subject to Excellerate Products’ Return Conditions set forth in the Proposal. Notwithstanding the foregoing, warranty coverage for Aftermarket Parts is limited to any applicable manufacturer’s warranty, if provided

4.3 E-Commerce and Parts Catalog Disclaimers. Any e-commerce platform, online parts catalog, Product listing, image, description, compatibility reference, or similar material provided by Excellerate Products is for informational and convenience purposes only.

  1. Buyer is solely responsible for confirming the suitability, compatibility, and fitment of any Goods selected or ordered through such platforms or materials.
  2. Excellerate Products makes no representation or warranty that any Goods identified through an e-commerce platform or parts catalog are suitable for Buyer’s intended application unless expressly stated in writing by Excellerate Products.
  3. Excellerate Products shall have no liability arising from errors, omissions, or Buyer’s reliance on such materials.

SECTION 5. SHIPPING / DELIVERY TERMS

5.1 Delivery.

  1. Excellerate Products shall deliver Goods, and perform Services if applicable, by the date mutually agreed to and specified in the Proposal.
  2. Buyer may request expedited routings of Goods by:
    1. agreeing to pay the difference in cost between the expedited routing and the standard order routing.
    2. Expressly stating expedited delivery requirements in the applicable Proposal prior to Excellerate Products arranging such routing.
  3. If Excellerate Products should know that deliveries may not be made as scheduled:
    1. Excellerate Products must immediately send Buyer a written notice setting forth the cause and length of the anticipated delay.

5.2 With written approval by Excellerate Products, Buyer has the option to arrange shipping if desired at Buyer’s expense and with full acceptance of liability for Goods upon receipt by shipper. Buyer-arranged shipping includes pickup by Buyer or Buyer’s representatives. Buyer-arranged shipping must be specifically stated in the Proposal to ensure that parties mutually understand shipping methods.

5.3 Storage and Delays. If Buyer delays delivery, acceptance, or installation of Goods, Excellerate Products may store the Goods at Buyer’s risk and expense, and Buyer shall be responsible for all associated storage, handling, and insurance costs.

5.4 Installments. Excellerate Products may deliver Goods in installments. Each installment shall be treated as a separate sale, and Buyer shall pay for each installment in accordance with the applicable payment terms, regardless of any delay or issue with other installments.

5.5 Inspection; Risk of Loss.

  1. Unless otherwise mutually agreed in writing, delivery terms shall be FOB origin, as stated on the applicable Bill of Lading.
  2. Buyer shall inspect shipments upon delivery and note any visible damage or loss on the Bill of Lading. Buyer shall notify Excellerate Products, in writing, of any damage or loss within forty‑eight (48) hours of delivery. Failure to provide written notice within that time frame, shall constitute acceptance of the Goods, and such conditions shall not be grounds for return or rejection. This inspection requirement applies only to visible damage, shortages, or non-conformance at delivery.
  3. Excellerate Products shall be responsible for filing and resolving carrier claims for loss or damage occurring prior to delivery. Buyer shall provide reasonable assistance as requested, including documentation, photographs, and access for inspection.
  4. In the event any Goods or Services are deemed defective (other than loss or damage occurring prior to delivery), Buyer shall comply with the procedures set forth in Section “Return Conditions” of these terms and conditions.

SECTION 6. LIMITED WARRANTY AND SERVICE WARRANTY TERMS

6.1 Warrantor. Excellerate Products is the warrantor for this Limited Product Warranty and Service Warranty.

6.2 Product(s) and Service(s) Covered. Product(s) and/or Service(s) purchased by the Buyer, to which this Warranty applies.

6.3 Limited Product Warranty. Products provided and supplied by Excellerate Products are warrantied to be free of defects in material and workmanship under normal use or Service, for:

  1. twelve (12) months from Product installation; or
  2. eighteen (18) months from date of shipment from Excellerate Products, whichever occurs first.

6.4 Service Warranty. Excellerate Products warrants the Service(s) provided in this agreement to be performed:

  1. by qualified individuals; and
  2. in accordance with the pertinent generally accepted industry standards, for a period of 1-year from completion of Service(s).

6.5 Coverage. At it’s sole obligation and discretion, Excellerate Products will determine whether:

  1. the Product for which the Buyer submitted a Limited Product Warranty claim, is defective of material or workmanship, and is determined to be within the terms set forth herein, or
  2. the Service(s) provided were deficient according to the standard stated in Sub-Section “Service Warranty”.

6.6 Notice of Warranty Claim. Buyer must provide written notice of any Warranty claim immediately upon discovery of any defect or deficiency.

6.7 Required Timing of Discovery and Notice.

  1. Defect or deficiency must be discovered within the applicable Warranty period;
  2. Written notice of the claim must be submitted to Excellerate Products within thirty (30) days of the date of discovery; and
  3. Buyer must receive acknowledgement from Excellerate Products confirming receipt of the claim.

6.8 Discontinue Use. Buyer must immediately discontinue operation or use of Product after discovery of defect or deficiency.

6.9 Remedy. If the Product or Service is determined by Excellerate Products to be defective, Excellerate Products at its sole obligation and discretion will:

  1. provide, repair or replace the defective material, Product or component, with same or suitable substitute, that meets or exceeds specification of Product as defined in sales agreement; or
  2. re-perform the specific Service(s) determined to be deficient, within a reasonable time period; or
  3. provide refund to Buyer of the portion of Service(s) determined to be deficient or for portion applicable of defective Product or component (the “Remedy”).

6.10 No Extension. Any Remedy performed will not extend the Warranty period beyond the original Limited Product or Service Warranty provided.

6.11 Timing and Location of Remedy. Excellerate Products will perform Remedy within a reasonable time and place of Excellerate Products’ determination.

6.12 Scope of Product Remedy. Remedy will consist solely of the parts or material found to be defective and may consist of new, refurbished, or reconditioned Products or components when necessary or applicable.

6.13 Access. Buyer will grant and facilitate Excellerate Products authorized service personnel physical access to the Product for the purpose of evaluating Warranty claims and/or to perform Warranty Service(s).

6.14 Return for Evaluation. If required to evaluate Warranty claim validity, Buyer must ship Product or non-conforming part/component, at Buyer’s expense, to Excellerate Products determined address.

6.15 Cost Not Covered. Any additional costs associated with performing or facilitating the Remedy are not covered in the Warranty terms set forth herein, except where Excellerate Products expressly agrees in writing, specifically but not limited to:

  1. labor;
  2. travel;
  3. shipping;
  4. gaining access to repair or replace defect, or;
  5. costs to certify, commission, or program the defect remedied.

6.16 Exclusions. Excellerate Products’ Limited Product and Service Warranty does not cover, and does not apply to, any defects, failures, deterioration, damages, costs, or deficiencies arising from, resulting from, or related to any of the following:

  1. Any modification, alteration, repair, replacement of components, or Service(s) performed by personnel not expressly authorized by Excellerate Products;
  2. Improper application, operation, installation, commissioning, Service, or maintenance, including work not performed in accordance with Excellerate Products’ defined processes, instructions, or generally accepted industry standards by qualified personnel;
  3. Failure to prevent, remove, or mitigate the accumulation of foreign materials, debris, or objects in or around the Product;
  4. Improper storage, handling, or shipping of the Product, including conditions not in accordance with Excellerate Products’ defined processes;
  5. Failure to adhere to any recommendations, instructions, or guidance provided by Excellerate Products or its authorized service personnel;
  6. Continued operation, energization, or servicing of the Product after the Buyer knew, or reasonably should have known, of a defect or deficiency, without Excellerate Products’ prior written consent;
  7. Vandalism, tampering, sabotage, pedestrian interference, motorized or vehicular collisions, Acts of God, intentional acts, or other external forces or conditions for which the Product was not expressly designed;
  8. Any deterioration, failure, or deficiency determined by Excellerate Products to be outside the reasonable control of Excellerate Products’ authorized service personnel at the time Service(s) were performed;
  9. Normal and expected wear and tear associated with Product operation, environmental exposure, high‑traffic areas, or frequently touched or interacted‑with surfaces;
  10. Any software developed by Excellerate Products and embedded in or associated with the Product or Service(s) performed. Software is warranted solely, if at all, under the applicable software license, warranty addendum, or product‑specific warranty terms;
  11. Consumable components, including but not limited to fuses, heaters, filters, light bulbs, or similar items;
  12. Any Product or Service where the Buyer is in breach of applicable payment terms under the governing purchase agreement;
  13. Products for which serial numbers have been defaced, removed, altered, or rendered illegible by any means;
  14. Product or Service locations physically located outside those stated in Sub-Section “Geographic Scope”.
  15. Any costs, expenses, or price increases associated with re‑performing Service(s) not originally covered under this Warranty or agreement, including but not limited to:
    1. Physical relocation of Services;
    2. Additional costs required to gain site access; and/or
    3. Costs required to safely re‑perform Service(s).

6.17 Non-Transferable. The Limited Product and Service Warranty set forth herein is non-transferable unless otherwise specified in a separate agreement.

6.18 Other Warranties Disclaimer. No other warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose, shall apply unless expressly stated in the Product Warranty documentation for associated Goods and Service(s).

6.19 Warranty Changes/Waiver. No modification, extension, or waiver of any of the provisions of Product Warranty shall be valid unless it is in writing and signed by an authorized representative of Excellerate Products. The failure of Excellerate Products to insist upon the strict performance of any of the provisions of a Warranty shall not be construed as a waiver or relinquishment of any rights herein.

SECTION 7. HEALTH AND SAFETY

Buyer shall ensure that all sites where Goods and Service(s) are installed or performed are safe and compliant with applicable health and safety laws and regulations. Excellerate Products reserves the right to suspend or refuse Service(s) where unsafe conditions exist.

SECTION 8. INTELLECTUAL PROPERTY

8.1 Ownership. Excellerate Products’ Goods are not made-for-hire and all intellectual property rights remain the property of Excellerate Products.

8.2 License. Excellerate Products grants Buyer a worldwide, nonexclusive, royalty-free, irrevocable license to use, sell and have sold the Goods covered by the Proposal.  Any rights the Buyer has and have, including to repair the goods, would be subject to the warranty terms within this agreement.

8.3 Survival of Completion. The obligations of this Article survive termination or completion of this order.

SECTION 9. CONFIDENTIALITY

9.1 Confidentiality and Non-Disclosure. Buyer agrees to maintain the confidentiality of any information, data, and or materials disclosed that are labeled or disclosed as confidential information, including pricing, and will not disclose or make available any such information to any third party without the prior written consent of Excellerate Products, unless required by law.

9.2 Standard of Care. Buyer shall use at least the same degree of care as they use to protect its own confidential information, but in no event less than reasonable care.

9.3 Separate NDA Impact. Nothing in this is intended to nor shall impair any separate non-disclosure agreements between Buyer and Excellerate Products.

SECTION 10. TERMINATION / CANCELLATION

10.1 Termination by Buyer. Buyer may terminate a Proposal upon written notice to Excellerate Products if Excellerate Products:

  1. Fails to deliver Goods or Services in accordance with the terms and conditions of the Proposal, and subject to Excellerate Products’ right to cure.
  2. Breaches any material term or condition of the Proposal and fails to cure such breach within a reasonable timeframe, deemed appropriate by Excellerate Products, after receiving written notice from Buyer.
  3. Becomes insolvent or enters into bankruptcy or any similar proceeding.

10.2 Effect of Buyer Termination.

  1. Upon termination of a Proposal, Excellerate Products shall then immediately cease all work and activities related to applicable Proposal.
  2. Buyer will remain liable for at least 10% of the value of the Proposal and for any costs incurred by Excellerate Products up to the date of termination that exceed the 10% in order to make Excellerate Products whole.

10.3 Termination by Excellerate Products. Excellerate Products may terminate a Proposal upon providing written notice to Buyer under the following circumstances:

  1. Buyer fails to make payments in accordance with payment terms specified in the Proposal.
  2. Buyer breaches any material term or condition of the Proposal and fails to cure such breach within 30 days after receiving written notice from Excellerate Products.
  3. Buyer becomes insolvent, enters into bankruptcy or any similar proceeding.

10.4 Effect of Excellerate Products Termination.

  1. Upon termination of the Proposal, Excellerate Products shall immediately cease all work and activities related to the Proposal.
  2. Excellerate Products shall bear no liability for costs or damages incurred by Buyer as a result of the Proposal’s termination under these provisions.

SECTION 11. FORCE MAJEURE

11.1 Force Majeure Events. In the event that either party to the Proposal is unable to fulfill its obligations due to circumstances beyond its reasonable control, including acts of God, strikes, lockouts, war, riots, civil disturbances, or Governmental restrictions or actions, including embargoes or quarantines (“Force Majeure”), such party shall not be held liable for any damages incurred as a result of these failures. Performance of obligations under the Proposal shall resume as soon as reasonably practicable once the impediment has been removed.

11.2 Notification and Mitigation.

  1. The affected party shall notify the other party in writing promptly but no later than two (2) days following the occurrence of a Force Majeure event.
  2. Such notification shall include a detailed description of the nature and extent of the event and an estimation of its duration.
  3. The affected party shall employ all reasonable efforts to mitigate the impacts of such Force Majeure event and to resume full performance under the Proposal at the earliest opportunity.

11.3 Extended Force Majeure Events. Should the Force Majeure event persist for a period exceeding thirty (30) days, either party shall have the right to terminate a Proposal by providing written notice to the other party. Upon such termination, neither party shall be held liable to the other for any damages arising from the termination, except for the payment of amounts accrued and due under the Proposal prior to the effective date of termination.

SECTION 12. DATA PRIVACY / PROTECTION

12.1 Data Processing Policy (DPP). Excellerate Products’ Data Processing Policy (DPP) can be accessed at: https://www.faithtechinc.com/data-processing-policy/ and is hereby incorporated by reference.

12.2 Privacy Policy. By accepting a Proposal or purchasing Goods or Services from Excellerate Products, you acknowledge and agree to the terms outlined in our Privacy Policy, which explains how we collect, use, and protect your information. For more details, refer to our full Privacy Policy at https://www.faithtechinc.com/privacy-policy/.

SECTION 13. DATA RIGHTS

  1. For telemetry-enabled Goods connected to Excellerate Products-provided digital systems, whether Excellerate Products obtains these systems through development, hosting, third-party contract, or resale, Buyer agrees to provide Excellerate Products worldwide, royalty-free, perpetual, irrevocable rights to telemetry and all other non-personally identifiable data for legal business purposes.
  2. Business purposes include activities such as, but not limited to, Product analytics, Product development, claims development and validation, execution of warranty and Service activities, and Product performance validation.
  3. Excellerate Products agrees to anonymize data to the extent it is not personally identifiable as required by law.
  4. Buyer agrees to provide technical, telematic, operational, performance data or information the Buyer would or should reasonably have access to, to assist Excellerate Products in evaluating warranty claim validity when required.
  5. Buyer’s failure to abide by or comply with a standard Product warranty or Excellerate Products’ failure to enforce warranty terms does not constitute a waiver of data rights within this paragraph.

SECTION 14. LIABILITY AND INDEMNIFICATION

14.1 Limitation of Liability. Excellerate Products’ liability under the Proposal will be limited to the net purchase price of the Good(s) and/or Service(s) provided under the Proposal or the net purchase price of the defective Good(s) or Service(s), whichever is less.

14.2 Exclusion of Damages. In no event will Excellerate Products be liable to Buyer or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages, including, without limitation: (a) lost profits; (b) loss of use; (c) loss, corruption, or damage of data; (d) damage to reputation; or (e) any liability, claims, loss, damages, or expenses of any kind arising directly or indirectly from any Remedy provided. This exclusion applies regardless of whether such damages were foreseeable and regardless of the legal theory asserted, including negligence, breach of contract, or any other theory of liability.

14.3 Cybersecurity Responsibility. Buyer is solely responsible for implementing and maintaining appropriate cybersecurity measures for its systems, including installation of updates, patches, and safeguards against unauthorized access or cyber threats. Excellerate Products shall have no liability for damages arising from Buyer’s failure to maintain such measures or stemming from a cyber event caused by a third party.

14.4 Environmental Claims. Excellerate Products shall not be liable for any environmental damage or claims arising from environmental liability.

14.5 Indemnification. Buyer agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless Excellerate Products, its directors, officers, agents, subsidiaries, and employees (“Indemnified Parties”), from and against any and all losses, settlements, judgments, penalties, damages, costs, expenses, or claims, suits, or liabilities (including, but not limited to, reasonable attorney’s fees) to the extent arising out of, in connection with, or in any way related to Excellerate Products’ negligent performance of the terms of the Proposal hereunder, including, but not limited to the sale or use of the Goods, Excellerate Products’ acts or failure to act; provided, however, that such loss, cost, expense, damage, settlement, judgment, penalty, suit, claim, or liability is attributable to bodily injury, sickness, disease, or death or injury to or destruction of tangible property or environmental damage.

14.6 Sole Negligence of Buyer. Excellerate Products shall have no obligation to indemnify Buyer for any losses, settlements, judgments, penalties, damages, costs, expenses, or claims, suits, or liabilities arising from the sole negligence of Buyer.

14.7 Insurance Limits. The above indemnification provisions are not limited in any way by the limits of insurance required hereunder.

SECTION 15. INSURANCE

15.1 Excellerate Products’ Insurance. Excellerate Products shall, at its own expense, maintain in full force and effect throughout the term of the Proposal the following policies of insurance:

  1. Commercial General Liability** (including Product Liability/Completed Operations) with minimum limits of USD 2,000,000 per occurrence and USD 4,000,000 aggregate
  2. If Excellerate Products is responsible for risk or loss during shipping (FOB Origin), Inland Marine / Cargo** covering Goods from Excellerate Products’ dock to Buyer’s delivery point, with limits equal to the full replacement value of the Goods

15.2 Buyer’s Insurance. If risk of loss or damage to the Goods transfers to Buyer at the point of origin (FOB Origin), Buyer shall, at its own expense, procure and maintain during transit and thereafter:

  1. All-Risk Cargo Insurance covering the full replacement value of the Goods, naming Excellerate Products as Loss Payee; and
  2. Any other property or liability insurance required by applicable law or customary in Buyer’s jurisdiction.

15.3 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions shall be the responsibility of the party purchasing the policy and shall not excuse that party’s obligations under the Proposal.

15.4 Primary Coverage. The insurance maintained by each party pursuant to this Section shall be primary and non-contributory to any insurance maintained by the other party.

SECTION 16. RETURN CONDITIONS

This Return Conditions Section applies only to returns for reasons other than defect or non-conformance.

16.1 Return Authorization.

  1. No Goods shall be returned without prior written authorization from Excellerate Products.
  2. Buyer shall notify Excellerate Products of its intent to return Goods by providing written notice that includes the order number, description of the Product, and reason for return within thirty (30) days from date of delivery.
  3. Excellerate Products will respond in writing within thirty (30) days authorizing or declining the return.
  4. Excellerate Products, in its sole discretion, has the option to decline the return and maintains the right to repair Goods or offer coverage under an applicable Product warranty in the event Goods are damaged or otherwise functioning irregularly to operating specifications.

16.2 Return Instruction. Upon receiving written authorization from Excellerate Products, Buyer shall follow the return instructions provided by Excellerate Products. Any Goods returned without following such procedures shall be deemed an unauthorized return and may be subject to additional charges or refusal.

16.3 Conditions of Return. Returned Goods must be in their original, new, and unused condition, including all original packaging, manuals, accessories, and any other materials provided at the time of delivery. Any Good that is damaged, altered, or not in its original condition may be refused return or may be subject to a restocking fee at Excellerate Products’ sole discretion.

16.4 Timeframe for Standard Returns. Upon receiving written authorization for a return of Goods as stated in Return Authorization paragraph of these Terms and Conditions, Buyer will ship Goods to Excellerate Products within fourteen (14) business days, or as directed within the Return Authorization received from Excellerate Products. For Products covered under a specific warranty or return policy, the applicable timeframe will be as stated in the accompanying documentation and may differ from the period listed in the Return Authorization paragraph of these terms.

16.5 Inspection and Acceptance of Returns.

  1. Inspection Process. All returned Goods shall be subject to inspection by Excellerate Products upon receipt. Excellerate Products reserves the right to verify that the Goods meet the conditions set forth in these return terms.
  2. Acceptance and Remedies. If the Goods meet the return conditions, Excellerate Products shall confirm acceptance of the return and process any applicable repair, replacement, or refund as set forth in the warranty or return policy. If Goods do not meet these conditions, Excellerate Products may decline refund or reimbursement and may charge a restocking fee of at least 10% and no more than 25% of the MSRP of the Goods.

16.6 Return Shipping Costs and Liability

    1. Return Shipping. Unless the return is due to a defect, non-conformance, or error on the part of Excellerate Products, Buyer shall be responsible for any and all return shipping costs. In cases of defect or non-conformance, Excellerate Products may, at its discretion or governed by terms of a Product-specific warranty, cover return shipping expenses.
    2. Risk of Loss. Risk of loss for returned Goods shall remain with Buyer until receipt and acceptance by Excellerate Products. Excellerate Products is not responsible for any loss or damage occurring during return shipment if the Goods are not sent in accordance with Excellerate Products’ written instructions.

SECTION 17. THIRD PARTIES

17.1 Condition of Delivery/Use. Buyer agrees delivery and use of said Goods and Services will be contingent on acceptance of terms and conditions from third-party.

17.2 Third-Party Warranty. Third-Party Products, Services, software, firmware, or support are warranted solely by the third-party’s Product manufacturer, service provider, supplier or licensor and are not covered in the warranty terms set forth herein.

17.3 Third-Party Warranty Facilitation. It is at Excellerate Products’ sole discretion to facilitate full or partial terms of the third-party’s Product, Service, software, firmware, or support warranty, and be limited to the terms provided to Excellerate Products or Buyer, by the third-party’s Product manufacturer, service provider, supplier or licensor.

17.4 Third-Party Service Providers. Excellerate Products may utilize third-party service providers in connection with the sale, delivery, installation or support of Goods. Such providers act as independent contractors, and Excellerate Products shall not be responsible for their acts or omissions except as required by applicable law. This Section is not intended to limit the third-party warranty terms.

17.5 No Representations. Excellerate Products makes no representations as to the effectiveness of any Third-Party Product or Service warranty or remedy.

SECTION 18. GOVERNING LAW

These terms and conditions shall be governed by, and construed in accordance with, the laws of the State of Wisconsin (without regard to any choice or conflicts of law principles).

18.1 Jurisdiction. Each party hereto irrevocably agrees that any and all actions or proceedings brought by any party against any other party in any manner or respect arising out of or from or related to these terms and conditions shall be adjudicated in the State of Wisconsin.

18.2 CISG Exclusion. The rights and obligations of the parties hereunder shall not be governed by the 1980 U.N. Convention of Contracts for the International Sale of Goods.

18.3 Uniform Commercial Code.These terms and conditions shall be governed by, and construed in accordance with, the current version of the Uniform Commercial Code of the State of Wisconsin.

18.4 OSHA Compliance. Parties shall also be obligated to comply with all provisions of the Occupational Safety and Health Act of 1970, as amended, and the requirements promulgated thereunder.

18.5 Ambiguity Between Terms and Conditions. Any ambiguities between the Proposal and any other applicable terms and conditions shall be construed in favor of the Excellerate Products.

18.6 Geographic Scope. These terms and conditions are applicable only in the contiguous 48 states.

18.7 Export Compliance. Buyer shall comply with all applicable export control, trade compliance, and economic sanctions laws and regulations. Buyer shall not export, re-export, or transfer any Goods in violation of such laws or to any restricted or sanctioned party.

SECTION 19. GENERAL PROVISIONS

19.1 Severability. If any provision of these terms and conditions are held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

19.2 Entire Agreement. These terms and conditions, including any referenced documents and appendices, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, or understandings, whether written or oral.

19.3 No Waiver. The failure of either party at any time to require performance by the other party of any provision of these terms and conditions shall not affect the right to require such performance at any later time, nor shall any waiver of a breach constitute a waiver of any subsequent breach.