THE O-RING STORE LLC - TERMS AND CONDITIONS OF SALE – FINISHED GOODS
Effective Date: January 2026
1. Offer and Acceptance
All sales of products and services by The O-Ring Store LLC, an Idaho limited liability company (“Seller”), to the buyer (“Purchaser”) are governed exclusively by these Terms and Conditions of Sale together with any written quotation, order acknowledgment, or other written terms expressly agreed to by Seller (collectively, the “Contract”). Issuance of a purchase order, acceptance of Products, or payment constitutes acceptance of this Contract. Any additional or different terms proposed by Purchaser are rejected unless expressly accepted in writing by Seller.
2. Pricing
Quoted prices are valid for thirty (30) days unless otherwise stated in writing. Prices exclude sales, use, excise, customs, tariffs, or similar taxes, all of which are the responsibility of Purchaser. Seller reserves the right to adjust pricing for increases beyond Seller’s reasonable control including raw materials, labor, energy, freight, tariffs, regulatory changes, supplier price increases, or Purchaser-requested specification or quantity changes.
3. Payment Terms
Payment is due in U.S. Dollars, net thirty (30) days from invoice date unless otherwise agreed in writing. Late payments accrue interest at 1.5% per month or the maximum allowed by law. Seller may suspend shipments, require advance payment, or terminate the Contract if Purchaser fails to pay when due. Purchaser is responsible for all reasonable collection costs including attorney fees. Seller retains a security interest in Products until paid in full.
4. Shipping and Delivery
Delivery dates are estimates only. Seller is not liable for delays beyond its reasonable control. All shipments are F.O.B. Seller’s shipping point. Risk of loss passes to Purchaser upon shipment. Shipping and insurance costs are borne by Purchaser. Seller may ship quantities within plus or minus ten percent (10%) of the ordered quantity.
5. Inspection, Rejection, and Returns
Purchaser must inspect Products promptly upon receipt. Claims for nonconforming Products must be submitted in writing within thirty (30) days of delivery. No returns are permitted without prior written Return Material Authorization issued by Seller.
6. Limited Warranty
Seller warrants that Products will conform to agreed specifications and be free from defects in material and workmanship for one (1) year from delivery. Seller transfers good title to Products free of liens other than those created by Purchaser.
THIS WARRANTY IS EXCLUSIVE. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW.
7. Exclusive Remedy
Purchaser’s sole remedy for a valid warranty claim is replacement of the Product or refund of the purchase price, at Seller’s option. Seller is not responsible for installation, removal, labor, downtime, or reinstallation costs. Warranty does not apply to Products that have been misused, improperly installed, modified, improperly stored, or used outside Seller’s knowledge or specifications.
8. Indemnification and Limitation of Liability
Each party shall indemnify the other for third-party claims for bodily injury or property damage caused by its own negligence, defective design, or failure to meet agreed specifications.
IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES INCLUDING LOSS OF PROFITS, LOSS OF USE, OR DOWNTIME. SELLER’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY PURCHASER FOR THE AFFECTED PRODUCTS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
9. Recalls
Any recall involving Products shall be addressed on a case-by-case basis with costs allocated based on responsibility, reasonableness, quantity affected, and cooperation. Purchaser must promptly notify Seller and provide relevant data.
10. Intellectual Property and Proprietary Rights
All intellectual property, designs, tooling, data, specifications, and know-how provided by Seller remain Seller’s property. No rights are transferred except as expressly stated.
11. Tooling
Tooling paid in full by Purchaser becomes Purchaser’s property, excluding tooling containing Seller proprietary materials. Seller may retain possession unless otherwise agreed in writing.
12. Technical Advice
Any technical assistance provided by Seller is given in good faith without warranty and is used at Purchaser’s sole risk.
13. Compliance With Law
Purchaser is responsible for compliance with all applicable laws relating to its use, resale, export, or incorporation of Products. Seller does not warrant regulatory compliance beyond the stated warranty.
14. Confidentiality
Purchaser shall protect Seller’s confidential and proprietary information and use it solely for purposes of this Contract. These obligations survive termination.
15. Independent Contractors
The parties are independent contractors. Nothing creates a partnership, agency, or joint venture.
16. Termination
Seller may suspend or terminate the Contract immediately for nonpayment, breach, or insolvency. Upon termination, Purchaser remains liable for all amounts due and for work in process and materials committed.
17. Force Majeure
Neither party is liable for failure or delay due to causes beyond reasonable control including acts of God, labor disputes, supply shortages, transportation delays, or government actions.
18. Governing Law and Venue
This Contract is governed by the laws of the State of Idaho, without regard to conflict of law rules. Exclusive venue shall be the state or federal courts located in Nez Perce County, Idaho. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19. Dispute Resolution
The parties will attempt good-faith resolution before litigation. Nothing limits Seller’s right to seek injunctive relief or collection actions.
20. Assignment
Purchaser may not assign this Contract without Seller’s written consent. Seller may assign freely.
21. Entire Agreement
This Contract constitutes the entire agreement and may only be modified in writing signed by Seller.
22. Limitation Period
Any claim arising from this Contract must be brought within two (2) years of accrual.
THE O-RING STORE LLC
LIABILITY AND RISK ALLOCATION NOTICE
Intended Use
Products sold by The O-Ring Store LLC are components and are not safety devices unless expressly stated in writing. Purchaser is solely responsible for determining suitability for its application, system design, and compliance with applicable standards.
No System Warranty
Seller does not warrant performance of Products when incorporated into assemblies, systems, or end products not designed or controlled by Seller.
Limitation of Damages
Seller shall not be liable for downtime, lost production, lost profits, recall costs, or secondary damages arising from use or failure of Products, even if advised of the possibility.
Measurement and Selection Responsibility
Purchaser is responsible for correct sizing, compound selection, and compatibility. Measurement tools, charts, or guidance are aids only and do not replace engineering judgment.
Safety and Regulatory Responsibility
Purchaser assumes responsibility for safety testing, certifications, and regulatory compliance of finished goods and applications using Seller’s Products.