These Terms of Sale (“Terms”) apply to all sales of equipment, parts, and other goods (“Products”) by Driver Industrial Safety (“Driver”) to an end user, dealer, distributor, or other purchaser (“Buyer”). Except as specifically agreed to by Driver in writing, all terms and conditions contained in any purchase order, invoice, acknowledgment, or other document that are inconsistent with or in addition to these Terms are expressly rejected by Driver and waived by Buyer. These Terms shall govern all purchases, including orders submitted by phone, email, electronic means, or online.

ORDER ACCEPTANCE. All orders are subject to acceptance or rejection by Driver in its sole discretion. Once accepted by Driver, an order may not be changed or cancelled without Driver’s prior written consent.

PRICES. Prices are subject to change without notice unless expressly stated in writing. Prices do not include applicable taxes, duties, freight, service fees, or other charges unless expressly stated. Buyers outside of the United States are solely responsible for any bank, wire, or international transaction fees.

TAXES. Driver shall have the right to charge Buyer the applicable manufacturer’s tax, occupation tax, excise tax, value-added tax, duty, custom, inspection or testing fee, sales tax, use tax or any other tax, fee or charge which Driver may be required by law to collect, remit or pay in connection with Driver’s sale of the Products. In the event that Driver is required to pay any such tax, fee or charge, Buyer shall reimburse Driver therefor; or, in lieu of such payment, Buyer shall provide Driver at the time the order is submitted with an exemption certificate, resale certificate or other document acceptable to the authority imposing the tax, fee or charge.

PAYMENT TERMS. Unless otherwise agreed to in writing, payment terms are Net 30 for Buyers with approved credit. Driver reserves the right to approve, modify, or revoke credit terms at any time. Buyers without approved credit, or Buyers whose credit has been revoked or placed on hold, must prepay for all orders prior to shipment. A four percent (4%) service fee will be applied to credit card payments. In addition to any other amounts due hereunder, Buyer shall reimburse Driver for all costs and expenses incurred by Driver (including attorneys’ fees and costs) in collecting any amounts due. For orders outside the United States, payment may be required by wire transfer.

LATE PAYMENTS AND CREDIT HOLDS. Invoices not paid within forty-five (45) days past due may be assessed a late fee of one and one-half percent (1.5%) per month (18% APR) or the maximum rate permitted by law. Driver may suspend shipments or place accounts on credit hold until balances are paid in full.

DELIVERY: All deliveries of the Products will be F.O.B. shipping point, and title and risk of loss shall pass to Buyer at the shipping point. Buyer must notify Driver in writing within ten (10) business days if the Products were lost or damaged during transit. Failure to provide timely notice constitutes acceptance of the Products.

DISPUTE RESOLUTION: Buyers who wish to dispute an invoice must notify Driver’s accounts receivable department in writing within ten (10) days of the invoice date. Driver will work with the relevant internal teams to investigate and resolve the dispute within five (5) to ten (10) business days. The disputed portion of an invoice shall not be subject to late fees while under review.

RETURNS: Buyer may request a return within thirty (30) days of receipt of the Product(s) by contacting sales@driverindustrial.com. All returned items must be unused, in new condition, and in original packaging. Buyer is responsible for properly packaging the Product(s) for safe return and for all return shipping costs, including original outbound shipping charges. A fifteen percent (15%) restocking fee will apply to all approved returns. All returned items are subject to inspection and approval through a Return Goods Authorization (RGA). Driver is not responsible for loss, damage, or delays during return shipment, nor for any taxes, import, or export fees. If a return is not approved, Buyer will be notified and must elect to have the Product(s) returned at Buyer’s expense or destroyed and disposed of. No returns will be accepted without a valid Return Goods Authorization (RGA).

LIMITED WARRANTY. All Products carry a one (1) year limited warranty to the original end user purchaser (“End User”), except for Super Duty LED Warning Whips (SDLs), which carry a six (6) month limited warranty. Driver warrants that all new and unused Products shall be free from defects in materials and workmanship under normal use and service, ordinary wear and tear excepted. If a Product is proven defective to Driver’s satisfaction, Driver’s sole obligation, and End User’s exclusive remedy, shall be, at Driver’s option, to credit the purchase price of the Product or repair or replace the defective Product. Warranty claims must be submitted in writing within the applicable warranty period and must include proof of purchase and a description of the alleged defect. Buyer shall be responsible for all costs associated with shipping Products to Driver for warranty evaluation. Driver will determine the method of return shipment for any repaired or replaced Products. This Limited Warranty does not cover: (i) claims for labor, expenses, or other losses related to any defect; (ii) products or services not provided by Driver or its authorized representatives, or damages arising therefrom; or (iii) replacements or repairs necessitated by inadequate maintenance, normal wear and usage, environmental conditions, accident, misuse, improper installation, modification, use of unauthorized replacement parts, improper storage or handling, negligence of the End User or any third party, or any other cause not attributable to Driver. This Limited Warranty is the only warranty provided by Driver and is in lieu of all other warranties and representations, statutory or otherwise, express or implied, including any implied warranties of merchantability or fitness for a particular purpose, which are expressly disclaimed. Driver assumes no other obligation or liability in connection with the Products and does not authorize any dealer, distributor, or other person or entity to alter, amend, expand, extend, or otherwise modify this Limited Warranty. Certain Products may be subject to separate warranty terms.

LIMITATION OF LIABILITY: Under no circumstances will Driver be liable to Buyer or any other party for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of use, or business interruption, whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages. Driver’s total liability shall not exceed the purchase price paid for the Products.

FORCE MAJEURE: Driver shall not be liable for delays, impairments of performance, or non-performance resulting in whole or in part from acts of God, severe weather conditions, strikes, lockouts, labor disruptions, fires, terrorism, pandemic, war conditions, accidents, governmental actions, embargoes, shortages, inability to procure or ship Products or obtain permits, supplies, or raw materials, or any other causes beyond Driver’s reasonable control.

EXPORT COMPLIANCE: Buyer represents and warrants that it will comply with all applicable export, import, and sanctions laws and regulations of the United States and any other applicable jurisdiction and will not export, re-export, or transfer the Products in violation of such laws.

GOVERNING LAW: These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflicts of laws provisions. Any action or proceeding arising out of or relating to the Products shall be brought exclusively in the state or federal courts located in Phoenix, Arizona, and Buyer consents to such jurisdiction and venue.

ENTIRE AGREEMENT: These Terms constitute the entire agreement between Driver and Buyer regarding the sale of the Products and supersede all prior or contemporaneous agreements, communications, or representations.

WAIVER: Driver’s failure at any time to require performance by Buyer of any provision of these Terms shall not affect Driver’s right to require such performance at any time thereafter, nor shall any waiver constitute a waiver of any subsequent breach. Any waiver must be in writing and signed by Driver.