Standard Terms and Conditions of Sale

1. General. All transactions with Diversified Fluid Controls, Inc. (the “Company”) for the purchase and sale of all products (the “Products”) and services (the “Services”) supplied by the Company to the customer (the “Customer”) named in the applicable quote (the “Quote”) or acknowledgment provided to the Customer hereunder are governed by these terms and conditions of sale (the “Terms and Conditions”). These Terms and Conditions are incorporated by reference into and made an integral part of each Quote, acknowledgement, purchase order from Customer for the purchase of Products or Services (an “Order”), and any other agreement or transaction between the Company and Customer relating to the Products or the Services. Any Order that includes different or additional terms that may vary from these Terms and Conditions are objected to and disallowed. An Order is deemed by the Company to be an offer to purchase, which the Company may accept or reject in its sole discretion and such acceptance is expressly conditioned on Customer’s assent solely to the terms of these Terms and Conditions. If the Company’s Quote is deemed to constitute an offer, it may be accepted by Customer only on these Terms and Conditions and Customer’s acceptance is expressly conditioned on Customer’s assent solely to Terms and Conditions. An acceptance of any part of the Products or Services covered hereunder shall be deemed to constitute such assent. Unless otherwise specified in writing, the Quote shall expire thirty (30) days from the date thereof. Any minimum order threshold shall be determined by the applicable manufacturer of the Products.
2. Prices; Payment Terms.
2.1. Unless otherwise agreed by the Company in writing, the purchase price for Products (“Price[s]”) shall be set out in the applicable Quote. Prices exclude sales tax. It has been assumed that the Customer shall provide a tax certificate. Prices are subject to change in the event of any material increase in the costs of energy or raw materials between the date of the Order and the date of shipment. Prices are also subject to change or adjustment if the imposition of new tariffs, duties, taxes, or similar charges, or the increase in existing tariffs, duties, or charges, (collectively, "Tariff Changes"), result in an increase to the Company’s cost for the goods or products. The Company is not obligated to deliver the goods and/or services until an agreement on a new Price has been reached.
2.2. Payment in full shall be made in United States currency following date of invoice in accordance with the terms set forth on the applicable Order. Invoices shall be sent to the address specified in the Order. Should the Customer dispute any invoice, Customer shall notify the Company of the nature of the dispute in writing within fifteen (15) days of the invoice date. If Customer does not notify the Company of any dispute within fifteen (15) calendar days of the invoice date, then the invoice is deemed to have been accepted and invoice payment is required to be made on the payment due date per these Terms and Conditions. Notwithstanding any dispute regarding an invoice, the Customer shall timely pay the undisputed portion of the disputed invoice.
2.3 If Customer is delinquent in its payment obligations, Customer shall pay, in addition to the delinquent payment, a late charge equal to the lesser of one and one-half percent (1.5%) per month or any part thereof or the highest applicable rate allowed by law on all such delinquent amounts plus the Company’s attorneys’ fees and court costs incurred in connection with collection.
2.4 Customer acknowledges that the Company has the right to reassess Customer’s creditworthiness from time to time. Unless expressly prohibited by law, in the event there is a decline in Customer’s creditworthiness in the Company’s reasonable discretion, the Company may, upon fifteen (15) days’ written notice, revise the payment terms between the parties.
3. Delivery of Products.
3.1. Unless otherwise agreed in writing by the parties, the Company shall deliver the Products to the Customer using the Company’s standard methods for packaging and shipping such Products. The Customer shall bear the costs of delivery of the Products, unless explicitly stated otherwise on the Order. Delivery terms are F.O.B. shipping point for destinations in the United States and EXWORKS FACTORY (INCOTERMS 2010) for destinations outside of the United States.
3.2. Any specified delivery dates are approximate only and not guaranteed. The Company shall not be liable for any delays howsoever caused, nor can the delivery dates be made of the essence by any written notice or communication. Reasonable endeavors will be made to meet delivery dates, but the Company shall not be liable for any failure to do so and any consequent right of Customer to repudiate the Order is expressly excluded.
3.3. In the event the Products arrive to the Customer damaged, the Customer must note such damages on the bill of lading issued by the carrier. If the Customer does not include a note regarding such damages on the bill of lading with the carrier, the Company shall not be liable for any such damages however caused.
3.4. The Company may, at its option and in its sole discretion, deliver the Products in one or more installments. If the Products are delivered/completed in installments, the Company shall be entitled to invoice for each installment as and when each instalment is delivered/completed.
4. Transfer of Property; Risk of Loss. The Company shall retain the right and title to the Products sold to the Customer until the Company receives payment in full for the Products. The Customer shall obtain the right and title to the Products upon payment to the Company of the full Price of the Products and any taxes, excise or other charges. The risk of loss, including, but not limited to the risk of loss, theft, damage or destruction of the products, transfers to the Customer F.O.B. the Company’s facility.
5. Inspection; Rejection of Products. Except set forth in Section 3.3, Customer shall have five (5) business days from the Company’s delivery of Products at the destination point set forth in the applicable Order to inspect the Products and notify the Company of rejection of Products for non-conformity with the Order. Any notice of rejection must be in writing, identify the Order and describe all non-conforming aspects of the Products. If Customer timely notifies the Company of any nonconforming Products, the Company shall, in its sole discretion, (a) replace such nonconforming Products with conforming Products, or (b) credit or refund the Price for such nonconforming Products, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Upon any express written instructions from the Company, Customer shall ship the nonconforming Products to the Company’s facility from which such Product was originally shipped. If the Company exercises its option to replace nonconforming Products, the Company shall, after receiving Customer’s shipment of nonconforming Products, ship to Customer, at Customer’s expense and risk of loss, the replaced Products. Customer acknowledges and agrees that the remedies set forth in this Section 5 are Customer’s exclusive remedies for the delivery of nonconforming Products.
6. Cancellation.
6.1. The Company may cancel an Order if Customer becomes insolvent or suspends any of its operations or if any petition is filed or proceeding commenced by or against the Company under any state or federal law relating to bankruptcy, arrangement, reorganization, receivership, or assignment for the benefit of creditors.
6.2. In the event Customer cancels an Order or a portion of an Order, the Company shall invoice Customer for material, labor and restocking costs incurred by the Company as of the date of cancellation, and Customer shall pay such invoice within thirty (30) days after receipt of such invoice.
6.3. Custom and Special-Order Products - Certain Products offered by the Company are manufactured, fabricated, assembled, configured, or procured specifically to meet Customer's particular requirements and are designated by the Company as custom, special-order, made-to-order, or non-stock Products (collectively, "Custom Products"). All Custom Products are non-cancelable, non-returnable, and non-refundable after the Company's acceptance of the applicable Order, unless otherwise expressly agreed to by the Company in writing. If the Company, in its sole discretion, agrees to accept the cancellation or return of any Custom Product, Customer shall remain responsible for all costs and expenses incurred by the Company through the date of cancellation or return, including, without limitation, material costs, labor costs, engineering costs, manufacturing costs, shipping costs, storage costs, cancellation charges imposed by the manufacturer, and any other costs incurred by the Company in connection with the applicable Order.

6.4. Except as otherwise expressly agreed to by the Company in writing, Customer shall have no right to return any Product. Any request to return a Product must be made in writing to the Company within thirty (30) days after the date of the applicable invoice and shall be subject to the Company’s prior written authorization, which may be granted, conditioned, or denied by the Company in its discretion. No Product may be returned without the Company’s prior written authorization and in accordance with any return instructions provided by the Company. As a condition to any return, the Product must be new, unused, uninstalled, undamaged, unaltered, complete, in its original packaging, and otherwise in merchantable and resalable condition, together with all manuals, documentation, accessories, components, and other materials originally supplied with the Product. The Company may reject any returned Product that does not satisfy the foregoing requirements. Custom Products are non-returnable and non-refundable as provided in Section 6.3. Other Products, including discontinued, obsolete, modified, or other Products designated by the Company or the applicable manufacturer, supplier, or vendor as non-returnable, may also be ineligible for return. The returnability of any Product may also be subject to the return policies, restrictions, approval requirements, and other terms imposed by the applicable manufacturer, supplier, or vendor, and the Company shall have no obligation to accept the return of any Product that the applicable manufacturer, supplier, or vendor will not accept for return. All approved returns shall be subject to any applicable restocking, cancellation, inspection, testing, repackaging, refurbishment, administrative, or other fees or charges imposed by the Company or the applicable manufacturer, supplier, or vendor. Customer shall be solely responsible for all freight, shipping, transportation, insurance, handling, packaging, and other costs and expenses associated with any return, including the cost of returning the Product to the Company’s facility or, at the Company’s direction, directly to the applicable manufacturer, supplier, or vendor. Unless otherwise expressly agreed by the Company in writing, all Products returned by Customer shall be shipped freight prepaid and at Customer’s sole cost and risk of loss. The Company’s authorization of a return shall not constitute acceptance of the returned Product or an agreement or obligation to issue any credit or refund. All returned Products shall be subject to inspection and final acceptance by the Company and, where applicable, the manufacturer, supplier, or vendor. The Company may reject any returned Product that is damaged, incomplete, used, installed, altered, improperly packaged, not in resalable condition, or otherwise fails to comply with this Section. If a return is finally accepted, the Company may, in its discretion, issue a credit to Customer’s account or a refund, less all applicable restocking fees and other costs, charges, and amounts for which Customer is responsible under this Section. The Company may also offset against any credit or refund any amounts then due or owing by Customer to the Company. No credit or refund shall be due until the returned Product has been received, inspected, and finally accepted by the Company and, if applicable, the manufacturer, supplier, or vendor. For the avoidance of doubt, nothing in this Section 6.4 shall modify the provisions of Section 5 applicable to the timely rejection of nonconforming Products or Section 6.3 applicable to Custom Products.
7. No Warranty. All Products sold by the Company are manufactured by third-party manufacturers. The Company does not manufacture any Products and makes no independent representation or warranty of any kind with respect to any Product. Any warranty applicable to a Product shall be solely the warranty, if any, provided by the applicable manufacturer. To the extent permitted by the manufacturer, the Company shall pass through to Customer any assignable manufacturer warranties. THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. The Company's sole obligation with respect to any warranty claim shall be to reasonably cooperate with Customer in submitting any claim to the applicable manufacturer. Under no circumstances shall the Company be responsible or liable for any warranty obligation, including any obligation to repair, replace, refund, or otherwise remedy any defect in any Product, unless the Company expressly agrees in writing to assume such obligation.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, WHETHER OR NOT BASED UPON THE COMPANYS NEGLIGENCE, BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION ARISING, DIRECTLY OR INDIRECTLY, IN RESPECT TO THE PRODUCT OR SERVICES PURCHASED FROM THE COMPANY, OR THE USE OR FAILURE THEREOF, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF OPPORTUNITY OR PROFITS. UNDER NO CIRCUMSTANCES SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH AN ORDER EXCEED THE AMOUNT PAID UNDER THE ORDER FOR THE PRODUCTS AND SERVICES PROVIDED BY THE COMPANY.
9. Applicable Law; Forum.
9.1. The parties agree that unless otherwise agreed in writing, these Terms and Conditions shall in all respects be governed by and construed in accordance with the laws of the state of Florida. Customer agrees to comply with all legal requirements applicable to Customer.
9.2. Any legal suit, action, or proceeding arising out of or relating to any Quote, Order, Product, Service, or these Terms and Conditions shall be brought exclusively in the state courts located in Broward County, Florida, or the United States District Court having jurisdiction over Broward County, Florida, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts. CUSTOMER AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY QUOTE, ORDER, PRODUCT, SERVICE, OR THESE TERMS AND CONDITIONS. In any action or proceeding arising out of or relating to any Quote, Order, Product, Service, or these Terms and Conditions, the prevailing party shall be entitled to recover all reasonable attorneys' fees, court costs, arbitration costs (if applicable), expert witness fees, collection costs, appellate attorneys' fees, bankruptcy-related fees, and all other costs and expenses incurred in enforcing its rights. No action in law or equity arising out of or relating to any Quote, Order, Product, Service, or these Terms and Conditions may be brought by Customer more than one (1) year after the cause of action first arises. The rights and obligations set forth herein shall survive the completion of an Order and the final payment thereunder.
10. Indemnification. Customer shall indemnify, defend, and hold harmless the Company and its officers, directors, shareholders, employees, agents, representatives, affiliates, successors, and assigns from and against any and all claims, demands, actions, causes of action, liabilities, losses, damages, judgments, settlements, penalties, fines, costs, and expenses, including, without limitation, reasonable attorneys' fees and court costs, arising out of or relating to: (a) Customer's purchase, installation, use, operation, maintenance, repair, modification, resale, or disposal of any Product; (b) Customer's negligence, willful misconduct, or breach of any Quote, Order, or these Terms and Conditions; (c) Customer's failure to comply with any applicable federal, state, or local law, regulation, code, or ordinance; (d) any claim asserted by Customer's customers, contractors, subcontractors, employees, agents, or other third parties arising from or relating to the Products; or (e) Customer's violation of any applicable export control laws or regulations. Customer's obligations under this Section shall survive the delivery of the Products, the completion of any Services, the final payment under any Order, and the termination of the parties' business relationship.
11. Force Majeure. The Company shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from doing so by causes beyond its reasonable control, including but not limited to acts of war (declared or undeclared), Acts of God, fire, strike, pandemic, labor difficulties, acts or omissions of any governmental authority or of Customer, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of a delay due to any such cause, the date of delivery will be extended by a period equal to the delay plus a reasonable time to resume production.
12. Confidentiality. Any Quote provided by the Company (including any accompanying documents) contains information proprietary to the Company. No part of the Quote information may be reproduced or transmitted in any form without the prior written permission of the Company. Customer shall treat the details of the Quote or any information made available in relation hereto as private and confidential and shall not publish or disclose the same or any particulars therefore (save as may be required by law) without the previous consent of the Company, providing nothing in this section shall prevent the publication or disclosure of any such information that has come within the public domain otherwise than by breach of this section which is required to be disclosed by law.
13. Intellectual Property Rights. Notwithstanding delivery of and the passing of title in any Products to Customer, nothing in these Terms and Conditions shall have the effect of granting or transferring to, or vesting in, Customer any intellectual property rights in or to any Product.
14. Security Interest. To secure Customer’s prompt and complete payment and performance of any and all present and future indebtedness, obligations and liabilities of Customer to the Company, Customer hereby grants to the Company a purchase money security interest in all Products purchased under this Agreement by Customer from the Company, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. Customer hereby authorizes the Company to file Uniform Commercial Code financing statements, amendments, and continuation statements in connection therewith and to take all other actions the Company deems necessary or desirable to evidence the Company’s security interest in such Products, and to perfect, maintain, protect, and foreclose on the security interest granted herein.
15. Assignment. Customer shall not assign an Order without the prior written consent of the Company, and any purported assignment shall be void. The Company may assign an Order and its rights and obligations in connection therewith at any time without notice to the Customer.
16. Export Control Laws. The Products may be subject to certain Export Control Laws. Customer agrees to comply with all applicable Export Control Laws. Customer has obtained and will comply with, as applicable, all material licenses, agreements, authorizations license exceptions or exemptions required for Customer’s sale, resale or other disposition of the Products. Customer agrees to indemnify, defend, and hold harmless the Company from, or in connection with, any violation of this section by Customer, its employees, agents or customers. “Export Control Laws” means all laws and executive orders of any governmental entity relating to the import or export of goods, technology, or services or trading embargoes or other trading restrictions, including without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the Export Administration Regulations, the International Economic Emergency Powers Act and executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and comparable foreign laws.
17. Construction Remedies; Lien Rights; Notice of Nonpayment. In addition to all other rights and remedies available under these Terms and Conditions or applicable law, the Company expressly reserves all rights and remedies available in connection with any construction project to which the Products or Services relate, including, without limitation, the right to serve notices to owner, notices of nonpayment, stop notices, preliminary notices, bond claims, mechanic's liens, construction liens, claims against payment bonds, and any other statutory or contractual remedies available under applicable federal, state, or local law. Customer expressly authorizes the Company to communicate directly with the project owner, general contractor, construction manager, subcontractors, sureties, lenders, architects, engineers, or any other party having an interest in the project concerning the status of any unpaid account, including the delivery of notices regarding delinquent payments or the Company's intent to preserve or enforce its rights and remedies. The Company's exercise or failure to exercise any such right or remedy shall not constitute a waiver of any other right or remedy available to the Company.
18. Field Service and Startup. Services relating to installation supervision, startup, adjustment, commissioning, technical assistance, and other field services (collectively, the "Field Services") may be provided by the Company, the applicable manufacturer of the Products, or a third-party field service provider designated by the Company. Unless specifically included in the applicable Quote, all such Field Services shall be provided at the rates determined by the Company, together with all applicable travel expenses, hourly charges, and other related costs. The Field Services are provided on a "best efforts" basis only, and the Company assumes no responsibility and shall not be liable for any direct, incidental, consequential, special, or contingent damages, losses, costs, or expenses arising directly or indirectly from such Field Services, whether performed by the Company, the manufacturer, or any third-party service provider. Customer shall defend, indemnify, and hold harmless the Company and its officers, directors, shareholders, employees, agents, representatives, affiliates, successors, and assigns from and against any and all claims, losses, demands, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to such Field Services, regardless of whether such claims, losses, demands, liabilities, damages, costs, or expenses are caused in part by the Company; provided, however, that Customer shall not be liable under this Section 18 for any claims, losses, demands, liabilities, damages, costs, or expenses resulting solely from the gross negligence or willful misconduct of the Company.
19. Drawings, Plans, Specifications, Performance, Regulatory Laws and/or Standards. The Company makes no representation or warranty that the Products, Services or Field Services will comply with any federal, state, or local law, ordinance, regulation, code, standard, specification, or other requirement, except to the extent such compliance is expressly identified in the applicable Quote and specifically agreed to by the Company in writing. Unless expressly stated otherwise in the applicable Quote, the Prices do not include the cost of permits, inspections, testing, certification, engineering review, or any related governmental or third-party fees. The Company does not represent, warrant, acknowledge, or agree that the Products, Services or Field Services comply with any plans, specifications, drawings, submittals, performance requirements, scopes of work, written requirements, project manuals, bid documents, contract documents, engineering requirements, or any other project-related documents, requirements, obligations, representations, or commitments applicable to Customer or any third party (collectively, the "Project Documents"). The Company shall have no obligation to review, interpret, reconcile, verify, or identify inconsistencies, omissions, conflicts, or deficiencies in any Project Documents, whether such Project Documents are provided in whole, in part, or not provided to the Company at all. Customer acknowledges that it has reviewed, or will review before submitting an Order, the specifications, features, dimensions, capacities, operating characteristics, and other applicable information relating to the Products, Services and Field Services is solely responsible for determining whether the Products, Services and Field Services comply with the Project Documents and are suitable for Customer's intended application. Customer assumes all responsibility and liability for ensuring that the Products, Services and Field Services conform to the Project Documents and expressly waives any and all claims against the Company arising out of or relating to the Products', Services' or Field Services’ compliance or noncompliance with the Project Documents.
20. Scope of Quote; Customer Review and Acceptance. The Company shall provide only those Products, Services, Field Services, materials, components, accessories, options, features, equipment, and other items expressly identified in the applicable Quote. No Products, Services, Field Services, labor, materials, accessories, features, options, equipment, components, engineering services, startup services, installation services, testing, commissioning, programming, controls integration, permits, inspections, certifications, or other items shall be deemed included unless specifically set forth in the applicable Quote. Customer acknowledges that it has independently reviewed the applicable Quote and has determined that all Products, Services and Field Services necessary for Customer's intended application and project requirements have been included. Customer is solely responsible for reviewing the Quote in its entirety and for verifying that all required Products, Services, Field Services, equipment, options, features, quantities, specifications, and project requirements are accurately reflected therein. The Company shall have no responsibility or liability for any Products, Services, Field Services, materials, equipment, features, options, or work not expressly included in the applicable Quote, and Customer expressly waives any claim arising from any assumption that any item was included when such item was not specifically identified in the Quote.
21. Waiver. No waiver by the Company of any breach of these Terms and Conditions by Customer shall be considered as a waiver of the subsequent breach of the same or any other provision.
22. Severability. If any provision or portion of these Terms and Conditions shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, that provision or portion of these Terms and Conditions shall be deemed omitted and the remaining provisions and portions shall remain in full force and effect.
23. Miscellaneous. These terms and any accompanying Quote or invoice from the Company constitute the entire agreement between the parties and supersedes any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between the parties concerning the subject matter hereof.

Revised: September 9, 2026