Master Terms & Conditions of Sale

These Master Terms and Conditions of Sale ("Terms") govern commercial quotations, orders, purchases, and sales of materials, equipment, components, consumables, and related products supplied by Warwick Industrial Group LLC to business, commercial, industrial, construction, infrastructure, energy, and governmental purchasers ("Buyer").

These Terms apply only to the extent incorporated into a transaction through an enforceable agreement, including a signed agreement, accepted quotation, purchase-order acknowledgment, or other legally sufficient manifestation of assent.

Warwick does not agree to additional or conflicting Buyer terms merely by receiving a purchase order, processing an order, shipping goods, or accepting payment, except to the extent applicable law provides otherwise. Any conflicting terms shall be resolved under applicable law, including the Uniform Commercial Code where applicable.

No employee, representative, or agent may modify these Terms without written authorization from an authorized Warwick representative.

All quotations are subject to written acceptance, availability, verification of specifications, and credit approval where applicable.

Unless expressly stated otherwise, quotations are valid for 30 calendar days, subject to changes in supplier costs, tariffs, taxes, freight, and market conditions before acceptance.

No order is binding on Warwick until Warwick issues written acceptance or otherwise becomes bound under applicable law.

Warwick may reject or request clarification of incomplete, inaccurate, or commercially unreasonable orders.

Buyer is responsible for providing complete and accurate product descriptions, drawings, quantities, material grades, dimensions, applicable standards, operating requirements, and delivery instructions.

Warwick may source materials from qualified third-party manufacturers, distributors, and suppliers.

Buyer must review order acknowledgments and identify any discrepancy promptly before procurement or shipment.

Unless Warwick expressly agrees in writing, Warwick does not provide engineering design, professional engineering certification, installation, construction management, or a determination that a product is suitable for a particular application.

Buyer remains responsible for determining suitability for intended use, including design requirements, regulatory approvals, installation, inspection, testing, and compatibility.

Nothing in this section excuses Warwick from obligations imposed by applicable law or express written warranties.

Prices exclude applicable sales, use, excise, and similar taxes, duties, tariffs, freight, insurance, storage, and special handling charges unless expressly included in the accepted quotation.

Buyer is responsible for applicable transaction taxes lawfully chargeable to Buyer, except taxes imposed on Warwick's net income.

Tax exemptions require timely delivery of valid exemption documentation.

Changes in material costs, tariffs, duties, or freight after order acceptance shall not automatically alter an agreed price. Any adjustment must be authorized by the contract or agreed upon in writing, subject to applicable law.

Net-30 payment terms are available only upon written credit approval by Warwick.

Unless otherwise agreed in writing, approved Net-30 invoices are due 30 calendar days from the invoice date.

Warwick may require advance payment, deposits, credit references, security, or other lawful credit assurances.

Buyer shall promptly notify Warwick of any good-faith invoice dispute, specifying the amount and reason. Undisputed amounts remain payable when due.

A disputed invoice is not automatically waived or accepted solely because Buyer fails to object within a specified period.

To the extent permitted by applicable law and the parties' enforceable agreement, overdue undisputed balances may accrue a late charge of the lesser of 1.5% per month or the maximum lawful rate.

Warwick may suspend future credit sales or unperformed deliveries when Buyer fails to meet payment obligations, subject to contractual notice requirements and applicable law.

Buyer shall reimburse Warwick for reasonable collection expenses, including attorney fees, only where authorized by an enforceable agreement or applicable law.

No charge shall exceed the maximum amount permitted by law. Nothing in these Terms authorizes unlawful interest, penalties, or collection practices.

Delivery dates are estimates unless expressly guaranteed in an accepted written agreement.

Warwick may coordinate transportation through independent carriers, freight brokers, suppliers, or other transportation providers.

Warwick's role in any shipment shall be determined by the accepted agreement and actual transportation arrangement. Warwick does not represent itself as a licensed motor carrier or freight broker unless it holds the required authority.

The agreed shipping term, named delivery location, freight responsibility, and point of risk transfer shall be stated in the order acknowledgment or applicable contract.

Unless otherwise agreed and subject to applicable law, risk of loss shall pass in accordance with the applicable Uniform Commercial Code provisions.

Title transfer, risk of loss, and payment obligations are distinct matters and shall be determined under the contract and applicable law.

Each party shall comply with federal, state, and local transportation laws applicable to its actual role and activities.

Where applicable, carriers and other regulated transportation providers are responsible for their own licensing, operating authority, driver qualifications, vehicle safety, cargo securement, insurance, and compliance with Federal Motor Carrier Safety Regulations.

Buyer shall accurately disclose hazardous material classifications and special shipping requirements when Buyer supplies such information.

Warwick shall not be deemed responsible for a carrier's independent regulatory violations solely because Warwick coordinates shipment; however, nothing in these Terms eliminates liability imposed on Warwick by law or arising from its own conduct.

Buyer shall reasonably inspect shipments upon receipt.

Buyer should document visible freight damage, shortages, or packaging discrepancies on delivery records and notify Warwick promptly, preferably within five business days.

Concealed damage should be reported promptly after discovery, with supporting photographs, shipping documents, and available inspection records.

Failure to notify Warwick within a requested period does not automatically waive rights that cannot lawfully be waived.

Claims for carrier damage shall be handled according to applicable transportation law, carrier tariffs, bills of lading, and contractual responsibilities.

Returns require prior written authorization from Warwick, except where applicable law provides otherwise.

Special-order, fabricated, cut-to-length, custom-manufactured, nonstandard, or nonreturnable supplier materials may not be canceled or returned except as agreed in writing or required by law.

Approved returns may be subject to disclosed restocking, return freight, inspection, or supplier charges.

Buyer remains entitled to remedies required by applicable law for nonconforming goods.

EXCEPT FOR EXPRESS WARRANTIES MADE BY WARWICK IN A SIGNED WRITTEN AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WARWICK DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

NO WARRANTY IS CREATED BY GENERAL PRODUCT DESCRIPTIONS, MARKETING MATERIALS, OR TECHNICAL ASSISTANCE EXCEPT AS REQUIRED BY APPLICABLE LAW OR EXPRESSLY AGREED IN WRITING.

Warwick may supply products manufactured by independent third parties.

Any manufacturer warranty shall be provided or passed through to Buyer only to the extent available and transferable.

These exclusions do not limit warranties or rights that cannot lawfully be excluded.

For a proven breach involving nonconforming goods, and to the extent permitted by applicable law, Warwick may elect to repair, replace, or refund the purchase price of the affected goods.

This remedy shall apply only where expressly agreed as an exclusive remedy in an enforceable contract.

If an exclusive or limited remedy fails of its essential purpose, the parties' rights shall be determined under applicable law.

Nothing in this section limits remedies that cannot lawfully be restricted.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WARWICK SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST PRODUCTION, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, ARISING FROM A TRANSACTION GOVERNED BY THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WARWICK'S AGGREGATE CONTRACTUAL LIABILITY ARISING FROM A PARTICULAR ORDER SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

These limitations do not apply to the extent prohibited by law, including any liability that cannot lawfully be excluded or limited.

These limitations are intended as a reasonable allocation of commercial risk between sophisticated business parties and shall be interpreted consistently with applicable law.

To the extent permitted by applicable law, Buyer shall defend, indemnify, and hold harmless Warwick and its officers, managers, members, employees, and agents against third-party claims arising from Buyer's negligent or wrongful conduct, unauthorized product modifications, improper installation, misuse, or breach of applicable law.

This obligation applies only to the extent the claim is attributable to Buyer or persons for whom Buyer is legally responsible.

Buyer is not required to indemnify Warwick for Warwick's own negligence, misconduct, or other liabilities where such indemnification is prohibited or unenforceable.

Any indemnity relating to a construction contract is subject to applicable anti-indemnity statutes, including Texas Insurance Code Chapter 151 where applicable.

Neither party shall be responsible for delay or nonperformance caused by events beyond its reasonable control, including natural disasters, governmental restrictions, war, major transportation disruptions, supplier shutdowns, labor disruptions, or extraordinary supply-chain interruptions, provided the event actually prevents or materially delays performance.

The affected party shall provide reasonably prompt notice and use commercially reasonable efforts to mitigate the disruption.

Force majeure shall not automatically excuse payment obligations already accrued for delivered goods.

Each party shall comply with laws applicable to its activities, including relevant trade, sanctions, export-control, anti-bribery, customs, safety, and transportation requirements.

Warwick may decline a transaction where performance would violate applicable law.

Buyer is responsible for disclosing destination, end-user, and end-use information reasonably necessary for export-control and sanctions compliance.

Technical documentation, drawings, supplier information, pricing, and confidential commercial information shall be used only for authorized transaction purposes, subject to applicable agreements and law.

Neither party acquires ownership of the other's trademarks, copyrighted materials, trade secrets, or intellectual property merely through a purchase transaction.

Warwick may suspend or terminate unperformed obligations for material breach, insolvency-related concerns where permitted, sanctions restrictions, or failure to provide required credit assurances, subject to applicable contractual and statutory requirements.

Termination does not eliminate accrued payment obligations or provisions intended to survive termination.

Unless an enforceable written agreement provides otherwise, these Terms shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles, except where mandatory applicable law requires a different result.

Subject to mandatory venue statutes, applicable federal jurisdictional requirements, and other nonwaivable laws, the parties consent to the exclusive jurisdiction of the competent state or federal courts located in Harris County, Texas, for disputes arising from these Terms.

This provision does not establish jurisdiction where jurisdiction cannot lawfully be conferred by agreement.

Warwick Industrial Group LLC is a separate legal entity.

Unless an individual expressly assumes personal liability under a separately enforceable written agreement, contracts entered into by Warwick are intended to create obligations of Warwick Industrial Group LLC and not personal contractual obligations of its members, managers, officers, employees, or representatives.

Nothing in this provision eliminates liability imposed personally by applicable law, including liability for an individual's own wrongful conduct.

Electronic quotations, purchase-order acknowledgments, signatures, and records may be used where legally valid and accepted by the parties.

Electronic communications do not modify these Terms unless they satisfy applicable requirements for contractual modification.

If any provision is held unenforceable, the remaining provisions shall remain effective to the extent consistent with applicable law and the parties' contractual intent.

Failure to enforce a provision on one occasion does not automatically waive future enforcement.

The enforceable written agreement between the parties constitutes the entire agreement regarding the applicable transaction.

Unless otherwise expressly agreed, a separately signed master agreement controls over an accepted quotation, and an accepted quotation controls over these general Terms where an irreconcilable conflict exists.

No website revision shall retroactively modify an existing contract without legally sufficient agreement.

These Terms are intended for commercial transactions throughout the United States.

Where mandatory federal or state law applies, that law controls to the extent required.

Special requirements relating to public procurement, construction projects, payment bonds, sales taxes, transportation, product liability, warranties, privacy, and other regulated activities shall be addressed in applicable transaction documents.

Warwick Industrial Group LLC

Houston, Texas, United States

Website: https://wig-tx.com/

Email: sales@wig-tx.com

Formal notices must be delivered in accordance with the applicable signed agreement or, if no procedure is specified, by a legally sufficient method.