STANDARD TERMS AND CONDITIONS OF SALE

GOVERNING PROVISIONS
These Standard Terms and Conditions of Sale (the "Agreement") constitute the entire agreement between Mastercool USA Inc. ("Seller") and the customer ("Buyer"). This Agreement supersedes any prior oral or written communications and may only be modified in writing by an authorized officer of Seller. Any conflicting terms proposed by Buyer are expressly rejected.

DEFINITIONS
• Products: Any goods that Seller sells to Buyer.
• Seller’s Quote: Seller’s price quotation for Products.
• Special Tooling: Tooling unique to Buyer’s Products, including jigs, fixtures, and associated manufacturing equipment necessary for manufacturing the Products.
• Tax: Any tax, duty, levy, charge, or fee imposed by a governmental authority, including sales, excise, import, or export taxes.

PRICES; PAYMENT
The Products are offered for sale at the prices indicated in Seller’s Price Sheet or Quote and are valid for 30 days unless otherwise stated. Prices exclude any applicable taxes, which Buyer is responsible for, unless a valid exemption certificate is provided at the time of order. Payments are due within 30 days of the invoice date. Past-due accounts will incur a 2.0% interest charge per month, and Buyer will be responsible for collection costs, including reasonable attorney fees.

MINIMUM ADVERTISED PRICING (MAP) POLICY
Products sold under this Agreement are subject to Seller’s Minimum Advertised Pricing (MAP) policies. Buyer agrees to adhere to the MAP guidelines, which mandate that advertised prices cannot fall below the established MAP. Non-compliance may result in penalties, including suspension of shipments or termination of the distribution agreement. Seller actively monitors compliance.  

SHIPMENTS; DELIVERY; TITLE AND RISK OF LOSS
All delivery dates provided are estimates. Seller is not responsible for delays. For domestic shipments, title and risk of loss transfer to Buyer once the goods are made available at Seller’s facility (FOB Shipping Point). Any charges incurred for liftgate or residential freight will be additional.  Cylinder pallets will not apply toward prepaid freight.  For international shipments, title and risk pass to Buyer once goods are delivered to the designated freight forwarder. Buyer is responsible for ensuring adequate insurance coverage during transit.

RETURNS
Returns are only accepted with prior written authorization, which must include a valid Return Material Authorization (RMA) number. Unauthorized returns, or those without an RMA, will be refused. Returns must be requested within 14 days of receipt, and a restocking fee of up to 15% may apply. Obsolete or custom-made products are non-returnable. Buyer is responsible for return shipping costs, and all items returned must be shipped prepaid.

WARRANTY AND LIABILITY
Seller warrants its products to be free from defects in materials or workmanship under normal use for one (1) year from the date of invoice to the original purchaser only. Items expendable in normal use, such as seals, gaskets, filters, and sensors, are excluded from this warranty. Buyer must notify Seller in writing of any defects within 30 days of discovery. Seller’s liability under this warranty is limited to the repair or replacement of defective items, at Seller's discretion. Seller will not be liable for indirect, incidental, special, or consequential damages, including loss of profits or revenue, under any circumstances.

This warranty is in lieu of all other warranties, whether express or implied, including warranties of merchantability or fitness for a particular purpose. The remedies provided in this section constitute Buyer’s exclusive remedies for any breach of warranty.

LIMITATION OF LIABILITY
Under no circumstances shall Seller's liability exceed the total price paid by Buyer for the specific Products that gave rise to the claim. Seller will not be liable for any indirect, special, or consequential damages, including but not limited to loss of profits, revenue, or use of the Products.

INDEMNITY
Buyer agrees to indemnify, defend, and hold Seller harmless from any claims, liabilities, losses, damages, or expenses (including attorney fees) arising out of Buyer’s use or resale of the Products or Buyer’s breach of this Agreement.

ACCEPTANCE
All orders are subject to email acknowledgment by Seller. Seller’s acceptance of Buyer’s order is expressly conditioned upon Buyer’s acceptance of the terms and conditions of this Agreement. No contract shall be deemed to exist until Seller’s email acknowledgement of order.  In the event of any conflict between the terms of the Agreement and Buyer’s order or Buyer’s terms and conditions, the terms of the Agreement shall prevail.

CANCELLATION OR MODIFICATION OF ORDERS
Orders may not be canceled or modified without Seller’s prior written consent. Cancellations may be subject to cancellation fees depending on the stage of production. Modifications to an order after acceptance may result in price adjustments or changes to the delivery schedule. 

FORCE MAJEURE
Seller is not liable for delays or failures in performance due to events beyond its control, including but not limited to natural disasters, pandemics, cyberattacks, war, or governmental actions. In such cases, Seller will notify Buyer promptly and take all reasonable steps to minimize delays. Both parties agree to negotiate in good faith to resolve such delays.

INSPECTION AND ACCEPTANCE OF GOODS
Buyer shall inspect the Products upon receipt and notify Seller within ten (14) days of any defects or non-conformities or shortages. Failure to provide such notice within this time frame shall constitute acceptance of the Products.

SPECIAL TOOLING
Buyer may be required to cover the cost of any Special Tooling necessary for the manufacturing of the Products. Special Tooling remains the property of Seller, and Buyer does not acquire any ownership rights, even if the tooling is specific to Buyer’s order. 

SECURITY INTEREST
Seller retains a security interest in the Products until full payment is received. Buyer agrees to cooperate with Seller in perfecting this security interest, including signing any UCC filings required. In the event of non-payment, Seller may enforce its security interest by recovering the Products or any unpaid amounts.

CONFIDENTIAL INFORMATION
Buyer agrees to maintain the confidentiality of Seller’s proprietary information, using the same level of care it applies to its own confidential information. Any breach must be reported immediately, and Buyer must assist in mitigating damages. This obligation survives the termination of the Agreement.

E-COMMERCE RESTRICTIONS
Buyer is prohibited from selling or distributing Seller’s Products on third-party ecommerce platforms, such as Amazon, eBay, or Walmart, without express written consent from Seller. Violations will result in immediate suspension of distribution rights. Seller monitors compliance, and violations must be corrected within 24 hours of notification. Further violations may result in termination of agreements or legal action.

INTELLECTUAL PROPERTY RIGHTS
All trademarks, copyrights, patents, and other intellectual property rights relating to the Products remain the property of Seller or its licensors. Buyer may not use any intellectual property without prior written consent from Seller.

EXPORT COMPLIANCE
Buyer agrees to comply with all applicable export laws and regulations. Buyer will not export or re-export the Products in violation of any applicable laws, including U.S. export regulations.

SEVERABILITY
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

TERMINATION
Either party may terminate this Agreement upon notice if the other party materially breaches its obligations under this Agreement and fails to cure such breach within 30 days of notice.

ARBITRATION AND GOVERNING LAW
All disputes arising from this Agreement shall be resolved through binding arbitration conducted in Morris County, NJ, in accordance with the rules of the American Arbitration Association (AAA). The laws of the State of New Jersey shall govern this Agreement, and the prevailing party in any dispute shall be entitled to reasonable attorney’s fees and costs.

GOVERNING LANGUAGE
This Agreement is written in English and will be the controlling language in the event of any discrepancies in translation.

ACCESSIBILITY
Mastercool USA Inc.’s  standard terms and conditions apply and can be downloaded at the following link: www.mastercool.com/terms

U.S. AUTHORIZED DISTRIBUTORS

ORDERS: All orders are subject to acceptance by Mastercool USA Inc.  Possession of this cost sheet does not necessarily entitle you to the distributor net prices on the purchase of products.

MINIMUM ORDER: $50.00 net, excluding transportation.  Orders totaling less than $50.00 net are subject to a $10.00 handling fee.

PRICES: Prices do not include sales or excise taxes.  Prices are subject to change without notice.  All shipments will be made at price in effect the date the order is received, providing immediate shipment is requested.

TERMS OF PAYMENT: If not under separate agreement, Net 30 days with approved credit.  Invoice date reflects date of order shipment.  All invoices are considered past due on the day after the net due date and are subject to a service charge of 2.0% per month or the maximum allowed by law.

FREIGHT: F.O.B. Factory, Randolph, NJ.  Freight prepaid (excluding Non-standard carrier fees) on single orders of $3,500 or more to a single destination via the most economical way on shipment within the continental limits of the USA.   Shipments under $3,500 will be sent collect or prepaid and charged.

SHORTAGE-DAMAGE CLAIMS: All claims for shortages or errors must be made within ten (14) days of receipt of shipments.  Claims for in-transit damages must be made with the delivering carrier.

RETURNS: No merchandise will be accepted for return without prior authorization.  Call our Customer Service Department to request permission to return goods.  Instructions on method of return will be given to you at that time.  All returns are subject to a 15% restocking fee.

WARRANTY AND REPAIR POLICY: Mastercool USA Inc guarantees that all products are free of manufacturing and material defects for one year from the date of purchase.  If a product should fail during the guarantee period due to defective material or workmanship, it will be repaired or replaced (at our option) at no charge.  This guarantee does not apply to products that have been altered, misused or solely in need of field serviceable maintenance.  All repaired products will carry an independent 90-day warranty.  No employee, agent, dealer or other person has authority to giva any warranty on behalf of Mastercool USA Inc.  The purchaser’s sole and exclusive remedy against Mastercool USA Inc., shall be the replacement or repair of the product at the sole option of Mastercool USA Inc.

IN/OUT OF WARRANTY SERVICE AND REPAIR: No merchandise will be accepted without first obtaining a valid Return Material Authorization (RMA) number from Mastercool USA Inc.  To request an RMA number, simply visit https://mastercool.com/return-request-form/.  Online instructions are provided to assist with the completion and submission of the form.  Mastercool USA Inc. will respond to your RMA request form within 48hours of receipt.  All returned items must be freight prepaid, or the shipment will be refused.  Service costs include return freight back to customer except where noted.

WARNING: Due to the chemical nature of the refrigerants and high pressure encountered in some products.  Mastercool warns against the sale or use of these products by other than professionally trained personnel.