1. Parties

BlueRibbonHose (hereinafter “BlueRibbonHose”) is a California-based company engaged in the importation and distribution of high-pressure hoses for agricultural and pest control applications. For purposes of these Terms and Conditions of Sale, BlueRibbonHose shall be considered the seller of the goods. The purchaser of any goods from BlueRibbonHose is referred to as the “Buyer”. BlueRibbonHose and Buyer are collectively referred to as the “Parties”.

2. Goods Subject to Sale

Goods Covered: These Terms and Conditions apply to the sale of high-pressure hose products and related goods (the “Goods”) described in BlueRibbonHose’s quote, order acknowledgment, or invoice. BlueRibbonHose is a distributor of the Goods and not the manufacturer.

Exclusions: Unless expressly stated in a BlueRibbonHose quotation or order acknowledgment, the sale of Goods does not include any services or obligations beyond delivery of the Goods themselves. In particular, Buyer acknowledges and agrees that BlueRibbonHose’s responsibilities do not include:

Any setup, start-up, installation, or on-site assembly of the Goods;

Providing any maintenance, repair, training, or other post-sale services for the Goods;

Supplying any safety or training equipment or manuals beyond the standard product documentation (if any) provided by the original manufacturer;

Designing or modifying the Goods to fit any particular purpose or specifications not expressly stated in the manufacturer’s specifications.

BlueRibbonHose reserves the right to substitute substantially comparable products for any Goods specified in the contract if the exact model is unavailable, provided that the substitute meets the essential performance specifications of the ordered Goods.

3. Formation of Contract

Acceptance Conditional on Terms: The acceptance of any order by BlueRibbonHose is expressly conditioned on Buyer’s assent to all of the terms and conditions set forth herein. These Terms and Conditions of Sale, together with BlueRibbonHose’s quotation (if any) and order acknowledgment or invoice, constitute the final and entire agreement between BlueRibbonHose and Buyer with respect to the sale of Goods. Any terms or conditions proposed by Buyer that are additional to, or different from, those herein are rejected and shall not bind BlueRibbonHose unless expressly agreed to in a written document signed by an authorized representative of BlueRibbonHose.

Exclusive Terms: By accepting delivery of the Goods or otherwise proceeding with the transaction, Buyer confirms its acceptance of these Terms and Conditions as the sole terms governing the sale. If Buyer objects to any term herein, Buyer must notify BlueRibbonHose in writing within ten (10) days of receipt of these Terms, specifically identifying the objectionable term. Failure to provide such notice of objection within the 10-day period will be deemed Buyer’s full acceptance of these Terms.

Modification: No modification or amendment of the contract between the Parties will be binding on BlueRibbonHose unless made in writing and signed by an authorized representative of BlueRibbonHose. Any terms in Buyer’s purchase order or other communications which purport to modify or add to these Terms will not apply, and any such modifications shall be void unless separately negotiated and agreed to in writing by BlueRibbonHose.

4. Quotations and Order Acceptance

Quotations: Any quotation provided by BlueRibbonHose to Buyer is an offer to sell under the terms stated in the quotation and herein, and is valid for the period specified in the quotation (or, if no period is specified, for thirty (30) days from the date of the quote). BlueRibbonHose reserves the right to withdraw or revise any quotation prior to Buyer’s acceptance. Quotations are subject to change or withdrawal by BlueRibbonHose at any time before an order is accepted.

Order Acceptance: A contract for sale is formed only when BlueRibbonHose confirms acceptance of Buyer’s purchase order in writing (such as through an order acknowledgment or shipping confirmation) or by shipping the Goods. If BlueRibbonHose issues an order acknowledgment that contains terms additional to or different from Buyer’s purchase order, the terms of the order acknowledgment and these Terms and Conditions will govern unless Buyer promptly objects in writing as provided in Section 3. In the event of any inconsistency between Buyer’s purchase order and BlueRibbonHose’s documentation, these Terms and Conditions of Sale shall prevail.

5. Prices

Price Terms: All prices for Goods are stated in U.S. Dollars. Unless otherwise expressly stated by BlueRibbonHose in writing, prices quoted are net prices which include standard shipping costs (freight prepaid) for delivery of the Goods to Buyer’s specified commercial address within the contiguous 48 United States. Prices do not include any additional services, and no discount or set-off is allowed except as agreed in writing.

Taxes and Duties: Prices do not include sales, use, excise, value-added, or any other taxes, duties, or governmental charges. Buyer is responsible for all applicable taxes or charges imposed on the sale or use of the Goods. If BlueRibbonHose is required to pay any such tax or charge, Buyer shall reimburse BlueRibbonHose in full or provide a valid exemption certificate.

Price Changes: Published or quoted prices are subject to change by BlueRibbonHose without prior notice (to the extent permitted by law) at any time prior to formation of a contract. Once an order is accepted by BlueRibbonHose, the price is firm (subject to Section 6, Errors). BlueRibbonHose reserves the right to adjust prices in the event of an error or cost increase as provided in these Terms.

6. Errors

BlueRibbonHose reserves the right to correct any clerical, typographical, or computational errors in any quotation, order acknowledgment, invoice, or other document. In the event of a pricing or arithmetic error, the corrected price or term shall apply, and BlueRibbonHose will notify Buyer of the correction as soon as reasonably possible. Buyer shall have the option to cancel any order affected by a material correction within five (5) business days of such notice; failing such cancellation, the order will proceed under the corrected terms.

7. Payment Terms

Payment Due: Unless otherwise agreed in a written quotation or invoice from BlueRibbonHose, payment in full of the purchase price (and any applicable taxes or charges) is due within thirty (30) days from the date of BlueRibbonHose’s invoice. All payments shall be made in U.S. Dollars, without set-off or deduction of any kind, to the address or account specified by BlueRibbonHose. Payment is not contingent on Buyer’s inspection, testing, or use of the Goods.

Late Payments: If Buyer fails to make any payment when due, BlueRibbonHose may, in its sole discretion and without prejudice to other remedies, suspend further deliveries or cancel any remaining orders. Late payments will incur interest at the rate of one and one-half percent (1.5%) per month (18% per annum) or the maximum rate permitted by applicable law, whichever is less, from the date due until all overdue amounts (including interest) are paid in full. Buyer agrees to pay all costs of collection (including reasonable attorneys’ fees and expenses) incurred by BlueRibbonHose in recovering any overdue amounts.

Credit Approval: Any agreement by BlueRibbonHose to extend credit to Buyer is subject to BlueRibbonHose’s continuing approval of Buyer’s creditworthiness. BlueRibbonHose may require full or partial payment in advance, or other security, if in BlueRibbonHose’s opinion Buyer’s financial condition or payment history does not justify continuation of credit terms. By placing an order, Buyer represents that it is solvent and financially capable of paying for the Goods ordered, and that it will advise BlueRibbonHose immediately if this representation becomes inaccurate at any time.

8. Cancellation and Returns

Once BlueRibbonHose has accepted Buyer’s order (or has shipped the Goods), Buyer may not cancel the order or defer delivery without the prior written consent of BlueRibbonHose. Any authorized cancellation or change in schedule shall be subject to the following conditions:

Cancellation Charges: If BlueRibbonHose agrees in writing to cancel an order, Buyer shall pay, at minimum, all costs incurred by BlueRibbonHose up to the effective date of cancellation plus a cancellation fee equal to fifteen percent (15%) of the total order price. BlueRibbonHose will invoice Buyer for these amounts, and Buyer agrees to pay such invoice according to the payment terms herein.

Returns: If Goods have already been shipped or delivered when a cancellation or return is requested, BlueRibbonHose may, at its sole option, allow Buyer to return the Goods. Any return must be authorized in writing by BlueRibbonHose and shipped freight prepaid by Buyer to the location designated by BlueRibbonHose. Authorized returns may be subject to a restocking fee of up to twenty-five percent (25%) of the price of the returned Goods. Goods must be returned in new, unused, and resalable condition, with all original packaging, parts, and documentation intact. If any reconditioning or repackaging is required to restore the Goods to saleable condition, Buyer shall bear the cost of such work. No returns will be accepted more than ninety (90) days after the original shipment date.

Non-Cancellable Items: Custom-ordered items or Goods not ordinarily stocked by BlueRibbonHose may be designated as non-cancellable and non-returnable. BlueRibbonHose will inform Buyer prior to order acceptance if any Goods are so designated, in which case once the order is accepted by BlueRibbonHose, Buyer shall have no right to cancel the order or return those Goods.

9. Shipping, Delivery, and Delays

Delivery Terms: BlueRibbonHose will arrange shipment of the Goods to Buyer’s designated commercial delivery address within the contiguous 48 U.S. states, at BlueRibbonHose’s expense (freight prepaid), unless otherwise agreed in writing. Delivery shall be made via a common carrier or other commercially reasonable method of BlueRibbonHose’s choosing. Title and risk of loss to the Goods pass to Buyer upon delivery of the Goods to Buyer’s address (FOB Destination). BlueRibbonHose will bear the risk of loss or damage to the Goods in transit until they are delivered to Buyer. If Buyer requests any special shipping arrangements (e.g. expedited shipping, shipment to a location outside the contiguous 48 states, or delivery to a non-commercial address), any additional costs and risks associated with such arrangements shall be borne by Buyer and may be invoiced separately.

Shipping Dates: Any shipping or delivery date provided by BlueRibbonHose (whether in a quotation, order acknowledgment, or otherwise) is an estimate only and not a guaranteed deadline. BlueRibbonHose will use commercially reasonable efforts to ship the Goods by the estimated date, but shall not be liable for any failure to ship or deliver by a specified date. Delay in delivery of any installment of Goods shall not relieve Buyer of its obligation to accept remaining deliveries.

Failure to Receive Delivery: If Buyer is unable or unwilling to receive delivery of the Goods on the scheduled delivery date, or if Buyer fails to provide necessary information, documentation, licenses, or authorizations for BlueRibbonHose to arrange shipment, BlueRibbonHose may, at its option: (a) arrange for storage of the Goods at a location of BlueRibbonHose’s choosing, at Buyer’s risk and expense, and charge Buyer for the reasonable costs of storage, insurance, and handling until delivery can be made; or (b) treat such failure as a wrongful rejection or repudiation by Buyer and exercise BlueRibbonHose’s remedies, including resale of the Goods, without further liability or obligation to Buyer beyond refund of any net proceeds of resale (after deducting any costs and damages). In any event, once the Goods are placed in storage or resold as provided above, the Goods shall be deemed delivered for all purposes, and Buyer shall bear all risks of loss or damage from that point forward.

Force Majeure – Excusable Delays: BlueRibbonHose shall not be responsible for any delay or failure to perform any obligation (including manufacture, shipment, or delivery of Goods) resulting from causes beyond its reasonable control. Such causes include, but are not limited to: acts of God; natural disasters; fire; flood; explosion; epidemics or pandemics; wars, riots, or acts of terrorism; civil disturbances; strikes or other labor disputes; acts or omissions of government or regulatory authorities (including customs holds or import/export restrictions); compliance with any law or governmental order; embargoes or trade restrictions; inability to obtain necessary labor, materials, fuel, or transportation; delays by suppliers or carriers; and any other circumstance beyond the reasonable control of BlueRibbonHose, whether or not foreseeable. In the event of any such delay, the time for BlueRibbonHose’s performance shall be extended by a period equal to the time lost due to the delay, and BlueRibbonHose shall give Buyer notice of the delay and an estimated new delivery date as soon as practicable. If any force majeure event continues (or BlueRibbonHose reasonably expects it will continue) for an extended period, BlueRibbonHose may terminate the affected order upon notice to Buyer, without liability, except that BlueRibbonHose shall refund any payment received for undelivered Goods that are canceled as a result of the force majeure.

10. Performance of Goods

Buyer acknowledges that the performance and suitability of the Goods depend on their being used in compliance with the manufacturer’s specifications and any instructions provided. BlueRibbonHose makes no assurance or guarantee of the performance, safety, or suitability of the Goods if they are used, installed, or combined with other equipment under conditions that vary materially from the manufacturer’s guidelines or from standard industry practice. Buyer is solely responsible for verifying that the Goods are suitable for Buyer’s intended use and for using and maintaining the Goods in a safe and proper manner.

11. Warranty and Disclaimers

No Warranty by BlueRibbonHose: Buyer understands and agrees that BlueRibbonHose is not the manufacturer of the Goods and that BlueRibbonHose does not provide any warranty of its own, express or implied, on the Goods. Any warranty regarding the Goods is solely that provided by the original manufacturer, if any. BlueRibbonHose will, to the extent permitted, pass through to Buyer any transferable manufacturer’s warranty on the Goods, but BlueRibbonHose makes no representation or guarantee as to the existence, scope, or enforceability of any manufacturer’s warranty.

As-Is Sale: Except for any express warranties provided by the manufacturer of the Goods (if and to the extent available), the Goods are sold “AS IS” and “WITH ALL FAULTS.” BlueRibbonHose DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, including but not limited to any implied warranty of merchantability, any implied warranty of fitness for a particular purpose, any warranty of title, and any warranty against infringement of third-party rights. No agent, distributor, or representative of BlueRibbonHose is authorized to make any representation or warranty on behalf of BlueRibbonHose regarding the Goods. Buyer acknowledges that it alone has determined that the Goods will meet any performance, durability, or safety requirements of Buyer, and Buyer assumes all risk and liability whatsoever resulting from the use of the Goods.

Buyer’s Remedies: Buyer’s sole and exclusive remedy for any defect or non-conformity in the Goods, or for any breach of warranty or other obligation by the manufacturer of the Goods, shall be limited to those remedies (if any) provided by the manufacturer of the Goods under the manufacturer’s warranty. To the extent permitted by the manufacturer, BlueRibbonHose may assist Buyer in submitting warranty claims to the manufacturer. However, under no circumstances will BlueRibbonHose have any obligation to repair or replace defective Goods or to compensate Buyer for any loss or damage arising out of or relating to defective Goods, except to the extent (if any) such obligation is specifically imposed on BlueRibbonHose by applicable law that cannot be waived or disclaimed.

12. Limitation of Liability and Indemnification

To the fullest extent permitted by law, in no event shall BlueRibbonHose be liable to Buyer or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages whatsoever arising out of or related to the sale, delivery, use, or inability to use the Goods. This limitation applies even if BlueRibbonHose has been advised of the possibility of such damages or if such damages were foreseeable. BlueRibbonHose shall not be liable for loss of profits, loss of revenue, loss of business opportunities, diminution in value of any property, damage to equipment, loss of goodwill, or any claims made against Buyer by its customers or other third parties, whether based in contract, tort (including negligence or strict liability), or any other legal theory.

In all cases, BlueRibbonHose’s total cumulative liability arising out of or relating to any sale of Goods shall not exceed the purchase price actually paid by Buyer for the specific Goods that give rise to the claim. The existence of one or more claims will not enlarge this liability limit. Buyer acknowledges that the pricing of the Goods reflects this allocation of risk and the exclusion of certain damages as set forth in this section.

Buyer shall defend, indemnify, and hold harmless BlueRibbonHose and its affiliates, officers, employees, and agents from and against any and all claims, losses, liabilities, damages, judgments, and expenses (including reasonable attorneys’ fees) arising out of or resulting from: (a) Buyer’s handling, installation, operation, use, or resale of the Goods (except to the extent caused solely by BlueRibbonHose’s gross negligence or willful misconduct); (b) any breach by Buyer of these Terms and Conditions or any negligent or wrongful act or omission by Buyer; (c) Buyer’s failure to provide adequate warnings or training to any persons who use the Goods; or (d) any combination of the Goods with other products or components not supplied by BlueRibbonHose, or any modification of the Goods not authorized by the manufacturer. This indemnification obligation includes any claims for personal injury, death, or property damage brought by employees, contractors, or customers of Buyer or by other third parties in connection with the Goods.

The limitations and exclusions of liability and the indemnity obligations in this Section 12 shall apply even if any limited remedy provided in these Terms fails of its essential purpose.

13. Limitation of Actions

Any action by Buyer arising out of or relating to the sale of any Goods or these Terms and Conditions must be commenced within one (1) year after the cause of action accrues, regardless of any longer statute of limitations period that might otherwise apply under law. This limitation period applies to all lawsuits and legal proceedings of any kind by Buyer or anyone claiming through Buyer against BlueRibbonHose.

Any action by BlueRibbonHose against Buyer may be commenced within the time allowed by applicable law or within four (4) years from the date when payment for the Goods became due, whichever is longer. Buyer agrees that this extended period for BlueRibbonHose to bring claims is intended to conform to the maximum time permitted by law and does not limit any longer period that may be allowed under applicable statutes.

14. Intellectual Property Rights

BlueRibbonHose makes no warranty that the Goods will be free from claims of infringement of patents, trademarks, copyrights, trade secrets, or other intellectual property rights of any third party. Buyer acknowledges that any intellectual property rights associated with the Goods (such as patents or trademarks) are the property of the manufacturer or other rights-holder, not BlueRibbonHose.

In the event any claim, suit, or action is brought against Buyer alleging that the Goods (as delivered by BlueRibbonHose) infringe any U.S. patent or other intellectual property right of a third party, Buyer’s sole remedy, if any, shall be against the manufacturer of the Goods under any applicable manufacturer’s intellectual property indemnity or warranty. Upon Buyer’s request, BlueRibbonHose will provide whatever information or assistance it reasonably can to enable Buyer to contact the manufacturer and seek a remedy. However, BlueRibbonHose shall have no liability to Buyer for any such intellectual property infringement claims, except to the extent that such liability is expressly imposed on a distributor by law and cannot be disclaimed.

If Buyer provides BlueRibbonHose with any specifications, drawings, designs, or instructions for the procurement of specially-manufactured or customized Goods, Buyer warrants that the use of those specifications or designs and the manufacture, sale, and use of Goods conforming to those specifications or designs will not infringe or misappropriate the intellectual property rights of any third party. Buyer shall indemnify and hold harmless BlueRibbonHose from any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising out of any actual or alleged infringement of any patent, trademark, trade secret, copyright, or other intellectual property right resulting from BlueRibbonHose’s compliance with Buyer’s specifications or instructions.

15. Collection Expenses

If any suit or action is instituted by BlueRibbonHose to recover possession of Goods, to enforce any provision of these Terms and Conditions, or to collect any sum due from Buyer (including without limitation any unpaid invoice or any damages or costs owing from Buyer’s breach), BlueRibbonHose shall be entitled to recover from Buyer, in addition to all other remedies available, BlueRibbonHose’s actual reasonable costs of collection, including court costs, filing fees, and reasonable attorneys’ fees incurred in such suit or action.

Additionally, if Buyer brings any legal action or proceeding against BlueRibbonHose arising from or relating to the sale or use of the Goods, and Buyer does not prevail in that action or proceeding, Buyer shall reimburse BlueRibbonHose for all reasonable attorneys’ fees and costs incurred by BlueRibbonHose in defending such action.

16. Assignment

Buyer may not assign, delegate, or transfer (by operation of law or otherwise) any of its rights or obligations under the contract of sale or these Terms and Conditions without the prior written consent of BlueRibbonHose, which consent shall not be unreasonably withheld. Any attempted assignment or delegation by Buyer without such consent shall be null and void.

BlueRibbonHose may assign or transfer its rights and obligations under the contract (in whole or in part) to any affiliate or to any successor in interest by merger, acquisition, consolidation, or sale of all or substantially all of BlueRibbonHose’s assets, or to any entity that agrees to assume BlueRibbonHose’s obligations hereunder. In such case, timely notice will be provided to Buyer. Subject to the foregoing, these Terms and Conditions shall inure to the benefit of and be binding upon the Parties’ respective successors and permitted assigns.

17. Governing Law

The validity, interpretation, and performance of the agreement between the Parties (and any dispute or claim arising out of or relating to the sale of Goods or these Terms and Conditions) shall be governed by and construed in accordance with the laws of the State of California, U.S.A., without regard to its conflict of laws principles. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply to any sale of Goods or transactions governed by these Terms.

18. No Mandatory Arbitration

BlueRibbonHose is not bound by any provision in Buyer’s purchase order or other documents that would require arbitration of disputes or claims arising out of this sale, unless BlueRibbonHose expressly agrees to such arbitration in a written agreement signed by an authorized representative. By entering into a sale under these Terms, Buyer agrees that it will not mandate arbitration or any other form of binding alternative dispute resolution for any claim that BlueRibbonHose may have against Buyer, except with BlueRibbonHose’s express written consent.

For clarity, nothing in this Section precludes the Parties from mutually agreeing in writing to submit a particular dispute to arbitration. However, absent such written agreement, each Party retains the right to seek resolution of any dispute through the courts or other appropriate forums.

19. BlueRibbonHose’s Remedies

All rights and remedies available to BlueRibbonHose under these Terms and Conditions or under applicable law are cumulative and may be exercised by BlueRibbonHose concurrently or separately. No exercise of one remedy shall be deemed an election of that remedy to the exclusion of any other, and BlueRibbonHose’s delay or failure to exercise any remedy shall not constitute a waiver of the right to exercise that or any other remedy in the future.

In addition to any other remedies provided herein or by law, BlueRibbonHose shall have the right, in the event Buyer fails to fulfill any of its obligations or if Buyer otherwise breaches the contract, to take one or more of the following actions: (a) suspend further deliveries to Buyer until the default is cured to BlueRibbonHose’s satisfaction; (b) cancel the sale of any undelivered Goods (in whole or in part) by written notice to Buyer, with Buyer remaining liable for any damages or losses suffered by BlueRibbonHose as a result of the breach; (c) declare immediately due and payable all outstanding invoices to Buyer under any contract; and (d) repossess and remove any Goods for which payment has not been made, wherever located, without court order (Buyer hereby granting BlueRibbonHose an irrevocable license to enter Buyer’s premises for this purpose, to the extent permitted by law). These remedies are in addition to any other rights or remedies BlueRibbonHose may have at law or equity.

20. Waiver

No waiver by BlueRibbonHose of any breach of these Terms and Conditions by Buyer shall be effective unless made expressly in writing and signed by an authorized representative of BlueRibbonHose. A waiver of any breach shall not constitute a waiver of any other or future breach, whether of a similar or different nature. Likewise, BlueRibbonHose’s failure to insist on strict performance of any provision of these Terms or to exercise any right or remedy shall not be construed as a waiver of BlueRibbonHose’s right to subsequently enforce that provision, or as a waiver of any other provision of these Terms, or as a waiver of BlueRibbonHose’s right to exercise any other right or remedy at any time.

21. Entire Agreement

These Terms and Conditions of Sale, together with BlueRibbonHose’s quotation (if any) and order acknowledgment or invoice issued to Buyer, constitute the entire agreement between BlueRibbonHose and Buyer with respect to Buyer’s purchase of the Goods. This agreement supersedes all prior or contemporaneous understandings, communications, negotiations, or agreements (whether oral or written) between the Parties relating to the subject matter hereof. Buyer acknowledges that it is entering into the contract solely on the basis of the terms stated herein and not in reliance on any representations or promises of BlueRibbonHose that are not expressly included in this written agreement.

No amendment, modification, rescission, waiver, or other change of any provision of these Terms and Conditions (or of the order as accepted by BlueRibbonHose) shall be valid or binding on BlueRibbonHose unless it is in writing and signed by an authorized representative of BlueRibbonHose. If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed adjusted to the minimum extent necessary to conform to applicable law or, if such adjustment is not possible, shall be deemed severed from this agreement. In any event, the remaining provisions of these Terms and Conditions shall continue in full force and effect.