1.Acceptance and Orders

All orders are subject to acceptance by SMH at its principal place of business in Fort Worth, Texas. A binding contract is formed only upon SMH’s written Order Acknowledgement or Purchase Order confirmation, or upon commencement of performance. SMH reserves the right to decline any order prior to such acceptance.

2.Prices and Payment

All prices are in U.S. dollars and are as stated in the applicable transaction document. Prices are firm for the period stated; thereafter, prices are subject to change without notice. Notwithstanding the foregoing, quoted prices do not include, and SMH expressly reserves the right to adjust prices for, any tariffs, duties, excise taxes, or other governmental impositions enacted, increased, or otherwise made effective after the quote date. Any such adjustment will be passed through to Buyer and reflected on the applicable invoice. Payment is due net thirty (30) days from the date of invoice unless otherwise stated. Past-due balances accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by Texas law, whichever is less. Buyer shall reimburse SMH for all costs of collection, including reasonable attorneys’ fees.

3.Delivery; Risk of Loss

Quoted delivery dates are estimates only and are not guaranteed. SMH will use commercially reasonable efforts to meet stated delivery schedules. Title and risk of loss pass to Buyer upon delivery to the address specified by Buyer or, if SMH arranges freight, upon tender to the carrier. SMH is not liable for delays caused by circumstances beyond its reasonable control, including supply chain disruptions, labor disputes, acts of God, or transportation delays.

4.Holding, Storage, and Delay Fees

If Buyer is unable or refuses to accept delivery of Goods on the scheduled delivery date, Buyer shall promptly notify SMH in writing. Goods held by SMH or its suppliers at Buyer’s request or due to Buyer’s failure to accept delivery shall be stored at Buyer’s sole risk and expense. A holding and storage fee of 3% of the total order value shall accrue per week (or portion thereof) commencing on the date Goods are available for delivery and Buyer has failed to accept them. SMH may invoice storage fees periodically and may condition release or redelivery of Goods upon payment in full of all accrued charges. Buyer’s acceptance of any transaction document constitutes authorization for SMH to charge such fees.

5.Cancellations and Changes

Orders may not be cancelled or materially changed by Buyer without SMH’s prior written consent. If SMH agrees to a cancellation, Buyer shall pay a cancellation charge equal to 20% of the total order value, representing a reasonable estimate of SMH’s damages, including costs already incurred, administrative expenses, and lost margin. SMH reserves the right to recover actual costs in excess of this amount. Cancellation charges are due and payable immediately upon demand.

6.Restocking Fees

Returns of stocked Goods are subject to SMH’s prior written approval and a restocking fee of 15% of the invoice value of the returned Goods. Goods must be unused, in original condition, and in original packaging. Custom, special-order, and non-stock items may not be returned. Restocking fees will be deducted from any refund or credit issued to Buyer.

7.Inspection and Claims

Buyer shall inspect all Goods promptly upon receipt. Claims for shortage, damage, or non-conformance must be submitted to SMH in writing within thirty (30) days of delivery. Failure to submit timely written notice constitutes Buyer’s irrevocable acceptance of the Goods and waiver of all such claims.

8.Limited Warranty

SMH warrants that Goods will conform to agreed specifications and be free from material defects in workmanship at the time of delivery. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

SMH’s sole obligation under this warranty is, at SMH’s election, to repair, replace, or issue a credit for non-conforming Goods returned with prior written authorization. Warranty claims must be submitted in writing within the applicable manufacturer’s warranty period as stated in the applicable Quote or Order Acknowledgement. SMH’s warranty obligation shall not exceed the scope or duration of the applicable manufacturer’s warranty. This warranty does not cover damage resulting from misuse, modification, improper installation, or normal wear and tear.

9.Limitation of Liability

IN NO EVENT SHALL SMH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO ANY GOODS OR SERVICES PROVIDED UNDER THESE TERMS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF SMH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SMH’S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY BUYER UNDER THE APPLICABLE ORDER.

10.Taxes, Tariffs, and Duties

Buyer is responsible for all applicable sales, use, excise, import, and similar taxes, and all tariffs, customs duties, and other governmental impositions (collectively, “Taxes and Duties”) arising from or related to the purchase of Goods. Unless otherwise stated, quoted prices do not include Taxes and Duties. If SMH is required to collect any applicable Tax or Duty, it will be added to the invoice. Any tariffs, duties, or excise taxes enacted, increased, or otherwise made effective after the quote date will be passed through to Buyer as a price adjustment. Buyer shall provide valid exemption certificates prior to invoicing if claiming a tax exemption.

11.Compliance with Laws

Buyer shall comply with all applicable federal, state, and local laws in connection with the purchase and use of Goods, including applicable OSHA, EPA, and ANSI/ITSDF safety standards for material handling equipment. Buyer is solely responsible for ensuring that Goods are suitable for their intended use and environment.

12.Indemnification

Buyer shall defend, indemnify, and hold harmless SMH and its officers, employees, agents, and affiliates from and against all claims, losses, damages, and expenses (including attorneys’ fees) arising out of or related to: (a) Buyer’s misuse or improper operation of Goods; (b) Buyer’s modification of Goods without SMH’s written consent; (c) Buyer’s breach of these Terms; or (d) personal injury or property damage on Buyer’s premises not caused by SMH’s negligence.

13.Force Majeure

SMH shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, governmental action, labor disputes, supply shortages, or transportation disruptions. SMH shall notify Buyer promptly and use commercially reasonable efforts to resume performance as soon as practicable.

14.Confidentiality

All pricing, specifications, and commercial terms in any transaction document are confidential and proprietary to SMH. Buyer shall not disclose such information to any third party without SMH’s prior written consent.

15.Governing Law; Dispute Resolution

These Terms shall be governed by the laws of the State of Texas, without regard to conflict of laws principles. Any dispute shall be resolved exclusively in the state or federal courts located in Tarrant County, Texas, and both parties consent to personal jurisdiction and venue therein. Prior to litigation, the parties shall first attempt to resolve disputes through good-faith executive negotiation, and if unsuccessful, through non-binding mediation in Tarrant County, Texas.

16.Entire Agreement; Modification

These Terms, together with the applicable transaction document, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements. These Terms may only be modified by a written instrument signed by an authorized SMH representative. No course of dealing or trade practice shall modify these Terms.

17.Severability; Survival; Waiver

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. Sections 8 through 15 shall survive termination or expiration of any order. SMH’s failure to enforce any provision on one occasion shall not constitute a waiver of its right to enforce that provision on any future occasion.