TERMS AND CONDITIONS OF SALE.

B.G.R., Inc., an Ohio corporation (“BGR”) and the purchaser of goods, equipment, or services (“Products”) from BGR (“Customer”) are collectively referred to as the “Parties”. By placing an order or completing a purchase, Customer agrees to be bound by these Terms and Conditions of Sale (“Terms”). These Terms, along with any relevant pricelists, schedules, quotations, acknowledgments, or invoices provided by BGR constitute the complete and exclusive agreement between the Parties with respect to the purchase and sale of Products, except where the Parties have signed a separate written agreement prior to any such transaction. Any additional or conflicting terms included in a purchase order or other document provided by Customer are expressly rejected by BGR and are considered null and void.

PRICING; PAYMENT TERMS.

Prices quoted are good for the stated period. BGR may change the price for future orders at any time with notice. Unless specifically set forth otherwise, prices do not include and Customer agrees to pay for freight and any applicable sales, use, value-added, excise, and like taxes as well as fuel surcharges, if any. Unless otherwise agreed in writing, payment terms are net thirty (30) days from the date of invoice. BGR may, at its option, impose service charges on any past due invoice in an amount not greater than allowed by law, and if Customer fails to pay according to these Terms, Customer will be liable to BGR for reasonable attorney’s fees and related costs of collection. If BGR doubts Customer’s ability or willingness to pay, it may suspend performance, withhold shipments, and adjust Customer’s credit limits and payment terms, including requiring immediate and full payment of all outstanding amounts.

NON-STANDARD PRODUCT.

“Non-Standard Product” is a Product that is manufactured, modified, or stocked specifically for a customer based on unique specifications, design requirements, or exclusive sourcing considerations. Non-Standard Products are not standard inventory and are not readily marketable to other customers. If Customer requests BGR to stock any Non-Standard Products for its use, Customer agrees to purchase all such Non-Standard Products within ninety (90) days of BGR’s procurement thereof.

DELIVERY; TITLE; SECURITY INTEREST.

All delivery dates are approximate and BGR shall not be responsible for damages of any kind resulting from any delay. Unless otherwise agreed to in writing, Products are FOB BGR’s point of shipment with title and risk of loss transferring to Customer at the point of shipment with freight prepaid and billed. To secure Customer’s payment for Products, BGR retains a security interest in all Products delivered to Customer, including proceeds therefrom and these Terms shall be deemed a security agreement under the Uniform Commercial Code in each state in which performance is to take place.

CANCELLATION; RETURNS; EQUIPMENT.

Customer may not cancel an order except with BGR’s express written consent and upon terms that compensate BGR for costs incurred by BGR up to the time of Customer’s cancellation. Most Products, excluding equipment and Non-Standard Products, are returnable within thirty (30) days if they are in new, unused condition, in the original packaging, and include a Return Merchandise Authorization (“RMA”) from BGR (“Return Conditions”). To request an RMA, contact BGR at: customerservice@packbgr.com or 1-800-628-9195. If Products are incorrect, damaged or defective, BGR will cover shipping and provide a full refund if Return Conditions are met. Non-Standard Products and other special-order Products are non-returnable unless damaged or defective. All other returns of Products that meet the Return Conditions are subject to a 15% restocking fee, with Customer covering shipping costs. Equipment is deemed accepted unless BGR is notified of defects or damages in writing within five (5) business days of delivery. Equipment returns require prior written authorization.

WARRANTIES.

BGR warrants that Products will be new, unused, and free from material defects at the time of delivery. This is the sole warranty provided by BGR. Customer acknowledges that BGR is not the manufacturer of the Products. Manufacturer warranties, if applicable, will be passed through to Customer. BGR DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

FORCE MAJEURE.

BGR shall not be held liable in any way for failure to ship, delays in delivery, or inability to perform its obligations due to events beyond its reasonable control, including, but not limited to, acts of God; governmental actions, public health emergencies or pandemics, shortages of fuel or labor, or any other unforeseen event making performance impracticable.

LIMITATION OF LIABILITY; INDEMNIFICATION.

IN NO EVENT SHALL BGR BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT OR BUSINESS, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY RELATED TO THE SALE OF PRODUCTS TO CUSTOMER BY BGR (INCLUDING THESE TERMS) AND BGR’S TOTAL LIABILITY TO CUSTOMER RELATED TO ANY SUCH ALLEGED DAMAGE SHALL NOT EXCEED THE PRICE OF THE PRODUCTS SOLD TO CUSTOMER GIVING RISE TO THE CLAIM. This limitation of liability shall not apply to death or bodily injury resulting from BGR’s negligence or willful misconduct. Customer agrees to defend, indemnify and hold harmless BGR, its officers, directors, employees and agents from all claims, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising from or related to Customer’s negligence, willful misconduct, or breach of these Terms, including any failure to comply with applicable laws and regulations.

ADDITIONAL TERMS.

No modifications of the Terms shall be binding upon BGR unless in writing signed by BGR’s duly authorized representative. These Terms are governed by the laws of the State of Ohio, without giving effect to its principles of conflicts of law. Any action or proceeding arising out or related to these Terms shall be brought exclusively in the courts located in Butler County, Ohio. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Customer may not assign any rights or obligations under these Terms without BGR’s prior written consent. No waiver by BGR of any breach of these Terms shall be considered a waiver of any subsequent breach.