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GENERAL TERMS OF SALES

TERMS OF SALE - NEUTRIK CUSTOMERS AND AUTHORIZED DISTRIBUTORS (collectively ‘The Customer’)

THESE TERMS OF SALE (“TERMS”) APPLY TO ALL PURCHASE ORDERS (‘PO’) AND ARE THE ONLY TERMS APPLYING TO THE SALE OF NEUTRIK AMERICAS, INC. (‘The Company’) PRODUCTS OR SERVICES.

1. CONDITIONS OF SALE:
The terms of sale are the complete and exclusive statement of all terms and conditions between the parties with respect to the matter contemplated herein, superseding all prior written or oral agreements or understandings and shall control notwithstanding contrary terms in the Customer’s PO or other Customer documents.

2. TERMS OF SHIPMENT:
A. All shipments are made CPT (incoterms 2026), unless otherwise agreed.
B. Upon written request, there is no additional fee for consignee shipping.
C. Drop shipment services are not provided. Extenuating circumstances will be considered upon written request and are subject to a $150.00 processing fee. Not available on 3rd party shipping accounts.
D. The Customer is responsible for all freight charges, insurance, tariffs, duties and other governmental charges (and will reimburse the Company for any such costs paid by the Company).
E. The Company’s service proposition, for available Product, is Goods Issue within 2 business days of pick ticket generation.
F. Customer pickups must be scheduled within 48 hours of receipt of shipping details (ie: Dims & Weights).

3. PRICE:
A. Prices are subject to change without notice; POs are invoiced at the price in effect as of the date of PO acceptance.
B. Prices do not include VAT, tariff, sales, use, excise or similar taxes. Any tax applicable to products covered by a quotation, bid, proposal, or resultant PO and sales order will be billed and paid by the customer as separate and additional line items on the invoice, unless otherwise agreed.

4. CHANGES IN DESIGN:
A. The Company reserves the right to modify or change any product in whole or in part at any time prior to the delivery thereof.
B. Information contained in any other sales or marketing materials circulated by the Company is merely for reference and for your convenience when ordering products.

5. PURCHASE ORDERS:
A. Each PO must be submitted in writing or through the Online Order Tool. If the Company accepts a PO, the Customer will receive written acknowledgement of the PO within two business days of receipt by the Company.
B. Changes to any PO MUST be submitted in writing and to be effective must be accepted in writing by the Company.
C. A Minimum Order is $350.00 per PO or scheduled release.
D. Customer POs will be required to provide a Requested Delivery Date. Requests for Same Day expedited shipments must be made in writing before 10am ET.

6. QUANTITY:
Overruns and underruns of special orders or non-standard items, not to exceed 5% of the amount ordered, shall constitute an acceptable delivery and completion of the order and shall be invoiced accordingly.

7. TERMS OF PAYMENT:
Terms are Net 30 calendar days from date of invoice, unless otherwise agreed.

8. DELIVERY:
The Company shall not be held responsible for failure of manufacture, shipments or deliveries, or for delays therein, if prevented directly or indirectly by fires, floods, accidents, riots, acts of God, wars, acts of terrorism, governmental interference or embargoes, force majeure, including strikes, labor difficulties, fuel, power, materials or supplies, transportation delays, customs delays, or any other cause beyond our control. The Company reserves the right to make complete or partial shipments of the products covered on the Customer PO.

9. OBSOLESCENCE:
The Company reserves the right to reclassify or regroup products and to improve, modify, replace or discontinue products for any reason, including by way of amplification and not limitation, obsolescence. Every effort will be made to notify the Customer of product obsolescence; however, the Company shall not be held liable for damages for failure to deliver product as a result of the foregoing.

10. LIMITED WARRANTY:
THE COMPANY, AND ITS RELATED COMPANIES OFFER THE FOLLOWING AS THE EXCLUSIVE AND ONLY WARRANTY WITH RESPECT TO THE SALE OF ITS GOODS AND SERVICES. THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHER AS STATED IN THE UNIFORM COMMERCIAL CODE OR STATE LAW ARE EXPRESSLY DISCLAIMED.

For a period of 2 YEARS from receipt (‘Warranty Period’), the Company warrants the Product will be free from defect. If a Warranty claim is registered in writing, to the Company during the Warranty Period, the Company, in its sole discretion, may repair or replace the defective Product, but under no circumstance shall the Company be liable, under any theory, legal or equitable, contract, tort or warranty, for damages, loss or injury, regardless of description, in excess of the cost of the Product, this exclusion includes, but is not limited to, compensatory, consequential, special, exemplary damages, in excess of Product cost. These exclusions are valid, notwithstanding any terms to the contrary in the Customer’s purchase documents.

If the Company manufactures the Product to the Customer’s specifications, in such case the Customer will indemnify the Company against any third-party claim.

For the Warranty to be effective, the Customer must follow all instructions, as stated in the Company Product and specification materials, particularly with respect to Product installation, storage and use; any deviation negates the Warranty.

11. ERRORS:
The Company reserves the right to correct clerical and typographical errors on any written notice supplied by the Company including, but not limited to, quotations, acknowledgements, invoices, and/or product sales or marketing materials, at any time.

12. RISK OF LOSS:
Damage and risk of loss of any kind or nature after delivery of product to the carrier shall be at the Customer’s risk. The Customer represents it has adequate insurance for same.

13. CANCELLATION:
A PO is not subject to cancellation, except upon the Customer’s written request and with the Company’s written consent and upon terms which will compensate the Company for all costs incurred or that may incur.

14. CLAIMS:
A. Any claim for under shipment or miss-shipments must be made to the Company within 30 days of the date of receipt of the shipment by the Customer.
B. All other claims, including but not limited to breach of Limited Warranty, shall be made in writing within 45 days of the alleged failure, act, or omission giving rise to such claim.
C. Failure to make a claim within the time periods noted herein shall operate as a bar to the enforcement of any such claim.

15. PACKAGING:
All products shall be shipped in standard commercial packaging unless otherwise specified.

16. INTELLECTUAL PROPERTY:
The Company’s Intellectual Property, including but not limited to, patents, product trademarks, service marks and trade dress are the property of the Company. Any misuse of this property shall be subject to all legal remedies available.

17. TERMINATION OF ACCOUNT WITH DISTRIBUTORS:
A. The Company may terminate all business relationships with its Distributors for any reason with 30 days’ written notification.
B. If the Company terminates the business relationship, Distributor’s inventory may be returned subject to the terms noted under RETURN MATERIAL POLICY (see #18).
C. A Distributor may terminate relations with the Company at any time. If so, the Company is under no obligation to accept return of Products.
D. At the time of termination, all the Company’s open invoices must be paid in full.

18. RETURN MATERIAL POLICY
A. All requests to return our product must be submitted in writing indicating original PO number, invoice number, date, quantities, and the Company’s part numbers. Verbal requests will not be considered.
B. The Company may give the Customer permission to return any standard catalog products which were shipped to the Customer by the Company. Full credit for Product may be granted based on the following criteria:

Product must be returned with the RMA number issued by the Company or will be subject to refusal. RMA Numbers will be valid for 30 days after issue date.
Product must be returned on a freight pre-paid basis.
Product returned must be less than one year old and unused, in original packaging, and in re-saleable condition. Credit will not be issued for open packages or partially used Product.
All counts to be verified by the Company. The Company inspection report will determine credit to be issued. Any Product not in re-saleable condition or rejected by the Company will be returned to the Customer, freight collect, or scrapped, with no credit allowed.
Credit will be issued for the accepted quantity at the published price on the date of the PO, less any discounts taken originally and any applicable re-stocking fee of 25%.

C. Authorized Distributor Annual Stock Rotations.

All returned Product must meet the requirements of sections #18A and 18B of the Terms.
Annual rotation is limited to a maximum of up to 5% of the prior year’s total Distributor purchases.
All stock rotations must be requested in writing and be accompanied by an offsetting PO of equal or greater dollar value within 48 hours after RMA issuance. Retroactive orders do not apply.
Only one annual stock rotation will be allowed in any 12-month period.

19. PRICE PROTECTION POLICY:
Price protection is granted against price increases or decreases under the following conditions:
A. When an increase becomes necessary, the Company will usually notify the Customer in writing a minimum of 30 days before the scheduled change. No scheduled POs will be accepted during the 30-day period prior to the effective date of the price increase.
B. Any price decrease announced will be retroactive to include shipments made to the Customer up to 30 days prior to the effective date of the decrease.
C. Credit will only be issued upon receipt of written request from the Customer within 30 days of the effective date of the price decrease. Information submitted by the Customer must include invoice number, part number and quantity.

20. GENERAL
Any notice permitted or required under these Terms shall be deemed given if in writing and delivered personally, deposited in the United States mail, certified mail, return receipt requested, and sent by facsimile or e-mail to the respective addresses of the Customer and the Company. The Customer may not assign to any person or entity all or a portion of its rights or obligations under these Terms or any order without the Company’s s prior written consent, and any attempted assignment without that consent shall be void. The Company’s delay in enforcing any right or remedy shall not constitute a waiver, and the Company’s waiver of any right or remedy in a particular instance shall not constitute a waiver in any other instance. Any sale of Products or these Terms, and any controversy arising out of or relating to them or the Products, shall be governed by the laws of the State of North Carolina, excluding its conflicts of law principles. The United Nations Convention on the International Sale of Goods is expressly excluded and shall not apply. Any action or proceeding arising out of or relating to sale of Products or these Terms, and any controversy relating to them or the Products, shall be commenced and heard only in the state courts of North Carolina or the United States District Court for the Western District of North Carolina. The Customer and the Company hereby consent and submit to the jurisdiction and venue of those courts. These Terms shall be binding on, and shall inure to the benefit of, the parties and their respective successors, heirs and permitted assigns.

NEUTRIK AMERICAS, INC / 4115 Taggart Creek Road
Charlotte, NC 28208-5479 USA
www.neutrik.us / (T) +1 704-972-3050