TERMS AND CONDITIONS:

These Terms and Conditions of Sale ("Terms") govern all quotations, sales, shipments, products, services, repairs, returns, and other transactions by TAP Industrial Sales, LLC ("TAP," "Seller," "we," or "us") to any customer, distributor, reseller, or end user ("Customer" or "you"), unless TAP agrees otherwise in a writing signed by an authorized officer.

These Terms apply to TAP acting as a manufacturer representative, distributor, reseller, processor of purchase orders, supplier, or seller of industrial products, components, assemblies, parts, and related services.

1. General Terms; Acceptance

These Terms are part of every quotation, order acknowledgment, invoice, sale, shipment, repair, return, or service by TAP. By issuing a purchase order, accepting a quotation, requesting shipment, accepting delivery, making payment, or otherwise proceeding with a transaction, Customer agrees to these Terms.

Any terms in Customer's purchase order, acknowledgment, request for quotation, procurement portal, invoice instruction, or other document that differ from, conflict with, or add to these Terms are rejected and do not apply unless agreed in a writing signed by an authorized officer of TAP.

TAP's acceptance of any order is expressly conditioned on Customer's acceptance of these Terms. TAP's failure to object to a Customer document is not acceptance of its terms.

No course of dealing, course of performance, usage of trade, prior communication, or electronic acceptance process modifies these Terms unless agreed in writing by TAP.

2. Quotations and Order Acceptance

All quotations may be withdrawn, corrected, or revised by TAP before written acceptance of Customer's order. No order binds TAP until accepted in writing through an order confirmation, acknowledgment, invoice, or other written acceptance.

TAP may correct clerical, typographical, pricing, freight, lead-time, product-description, or technical errors at any time. If an order differs from the quotation — adding items or changing specifications, quantities, or delivery requirements — TAP may reject it, accept it, or issue a revised quotation.

·        Before TAP can process an order, Customer must provide complete, accurate information, including: legal billing name; billing and shipping addresses; shipping instructions; purchase order number (if required); part numbers, descriptions, revisions, drawings, or specifications; required delivery date (if any); tax exemption certificate (if any); and any special documentation, compliance, or packaging requirements.

TAP is not responsible for delays, errors, added costs, or nonconforming shipments caused by incomplete, inaccurate, late, or conflicting Customer information.

These Terms and Conditions of Sale ("Terms") govern all quotations, sales, shipments, products, services, repairs, returns, and other transactions by TAP Industrial Sales, LLC ("TAP," "Seller," "we," or "us") to any customer, distributor, reseller, or end user ("Customer" or "you"), unless TAP agrees otherwise in a writing signed by an authorized officer.

These Terms apply to TAP acting as a manufacturer representative, distributor, reseller, processor of purchase orders, supplier, or seller of industrial products, components, assemblies, parts, and related services.

1. General Terms; Acceptance

These Terms are part of every quotation, order acknowledgment, invoice, sale, shipment, repair, return, or service by TAP. By issuing a purchase order, accepting a quotation, requesting shipment, accepting delivery, making payment, or otherwise proceeding with a transaction, Customer agrees to these Terms.

Any terms in Customer's purchase order, acknowledgment, request for quotation, procurement portal, invoice instruction, or other document that differ from, conflict with, or add to these Terms are rejected and do not apply unless agreed in a writing signed by an authorized officer of TAP.

TAP's acceptance of any order is expressly conditioned on Customer's acceptance of these Terms. TAP's failure to object to a Customer document is not acceptance of its terms.

No course of dealing, course of performance, usage of trade, prior communication, or electronic acceptance process modifies these Terms unless agreed in writing by TAP.

2. Quotations and Order Acceptance

All quotations may be withdrawn, corrected, or revised by TAP before written acceptance of Customer's order. No order binds TAP until accepted in writing through an order confirmation, acknowledgment, invoice, or other written acceptance.

TAP may correct clerical, typographical, pricing, freight, lead-time, product-description, or technical errors at any time. If an order differs from the quotation — adding items or changing specifications, quantities, or delivery requirements — TAP may reject it, accept it, or issue a revised quotation.

·        Before TAP can process an order, Customer must provide complete, accurate information, including: legal billing name; billing and shipping addresses; shipping instructions; purchase order number (if required); part numbers, descriptions, revisions, drawings, or specifications; required delivery date (if any); tax exemption certificate (if any); and any special documentation, compliance, or packaging requirements.

TAP is not responsible for delays, errors, added costs, or nonconforming shipments caused by incomplete, inaccurate, late, or conflicting Customer information.

3. Prices

All prices are quoted and payable in U.S. dollars unless TAP agrees otherwise in writing.

Unless otherwise stated in writing, all prices are F.O.B. shipping point (manufacturer's facility, TAP facility, warehouse, or port of entry, as applicable). Freight, insurance, customs, duties, tariffs, brokerage, taxes, storage, handling, packaging, documentation, certifications, inspections, testing, and similar charges are additional unless included in the quotation.

Prices may change without notice before order acceptance, and may be adjusted after acceptance for changes outside TAP's reasonable control, including tariffs, duties, customs charges, government trade actions or sanctions, currency fluctuations, supplier increases, freight, fuel, logistics, port charges, raw-material surcharges, expedited-shipment costs, customer-requested changes (including quantity, schedule, delivery date, or scope), and supply-chain disruptions or manufacturer adjustments.

If Customer requests a change in quantity, specifications, drawings, delivery date, packaging, testing, documentation, shipment method, or delivery location, TAP may adjust price, delivery, and other affected terms.

4. Taxes and Government Charges

Customer is responsible for all applicable federal, state, local, foreign, sales, use, excise, value-added, goods-and-services, customs, import, export, tariff, duty, brokerage, and similar taxes or charges arising from the sale, shipment, import, export, delivery, or use of products or services.

If Customer claims tax-exempt status, it must provide a valid exemption certificate acceptable to TAP and the taxing authority before shipment or invoicing. If an exemption is later found invalid, Customer shall reimburse TAP for all resulting taxes, penalties, interest, and costs.

5. Payment Terms

Unless TAP states otherwise in writing, open-credit terms are Net 30 days from invoice date, subject to credit approval and ongoing review.

TAP may require payment by ACH, check, wire, credit card, cash in advance, deposit, progress payment, letter of credit, or other acceptable method. Credit-card payments may carry a processing fee, including any fee assessed by TAP's payment processor.

TAP may withdraw, suspend, reduce, or modify Customer's credit terms at any time, with or without notice. If Customer fails to pay when due, TAP may suspend performance, stop work or shipment, cancel or delay open orders, require advance or COD payment, withhold technical information, documentation, or certifications, recover collection costs and attorneys' fees, and exercise any remedy available under applicable law.

Past-due amounts may bear a service charge of $50.00 plus 1.5% per month, or the maximum permitted by law, whichever is less, unless otherwise agreed in writing.

Customer shall pay all reasonable attorneys' fees, collection costs, court and arbitration costs, and other expenses TAP incurs in collecting amounts due or enforcing these Terms.

6. Security Interest and Retention of Title

All products remain TAP's property until Customer has paid all amounts due and performed all obligations under these Terms.

Customer grants TAP a purchase-money and continuing security interest in all products sold, their proceeds, and related accounts receivable until paid in full, and shall cooperate in executing any documents needed to create, perfect, continue, or enforce that interest.

Risk of loss passes as stated in Section 7, regardless of whether title has passed or payment has been made.

7. Delivery, Lead Times, and Shipment

Delivery dates, lead times, and availability estimates are approximate and not guaranteed unless TAP agrees otherwise in writing. TAP will use commercially reasonable efforts to meet estimated dates but is not liable for delays or their consequences, including damages, penalties, chargebacks, liquidated damages, lost profits, line-down costs, or production delays.

Unless otherwise stated in writing, delivery is F.O.B. shipping point (manufacturer's facility, TAP facility, warehouse, or port of entry, as applicable). On delivery to the carrier, freight forwarder, warehouse, port, or other intermediary, the carrier is deemed Customer's agent and Customer bears all risk of loss, damage, delay, shortage, or expense.

Customer is responsible for filing carrier claims for loss or damage in transit unless TAP agrees otherwise in writing. Partial shipments are permitted, and each may be invoiced separately and paid when due regardless of later deliveries.

8. Risk of Loss; Inspection; Acceptance

Customer shall inspect all products promptly on receipt. Products are deemed accepted unless Customer notifies TAP in writing of any shortage, damage, nonconformity, or defect within seven calendar days after delivery.

Failure to give timely written notice constitutes full acceptance and waiver of any claim for visible shortage, shipping damage, incorrect shipment, or nonconformity reasonably discoverable on inspection.

Use, installation, modification, resale, or further shipment of products constitutes acceptance.

9. Customer-Supplied Information, Drawings, and Specifications

Customer is solely responsible for the accuracy, completeness, suitability, and lawful use of all drawings, specifications, technical data, part numbers, application data, performance requirements, materials, samples, and other information it supplies.

TAP may rely on Customer-supplied information without independent verification. Customer shall indemnify, defend, and hold TAP harmless from claims, losses, costs, damages, product failures, intellectual-property claims, regulatory issues, or expenses arising from Customer-supplied drawings, designs, specifications, instructions, application requirements, or technical data.

Customer is responsible for determining whether products are suitable for its application, environment, design, equipment, industry, safety and performance requirements, and intended use.

10. Drawings, Technical Materials, and Confidential Information

All quotations, drawings, specifications, models, samples, calculations, proposals, recommendations, pricing, discount structures, vendor and customer information, technical data, and other materials provided by TAP are confidential and remain the property of TAP or its suppliers, manufacturers, principals, or licensors.

Customer shall not copy, disclose, reproduce, reverse engineer, distribute, transfer, publish, or use such materials for any purpose other than evaluating or purchasing from TAP without prior written authorization.

Customer shall return or destroy confidential materials on request. Any separate written Non-Disclosure or Confidentiality Agreement between the parties controls to the extent it conflicts with this Section.

11. Cybersecurity and Data Protection

Each party shall use commercially reasonable measures to protect confidential business, customer, supplier, technical, purchase-order, and payment information, drawings, and other sensitive information exchanged in connection with a transaction.

Customer shall not upload TAP's confidential information, supplier information, drawings, or technical data to any public artificial-intelligence tool, file-sharing platform, or database, or any third-party system, without TAP's written consent.

Customer shall promptly notify TAP of any unauthorized access, disclosure, loss, compromise, or misuse of TAP's confidential information or technical data.

TAP is not responsible for unauthorized payment changes, wire fraud, fraudulent ACH instructions, spoofed emails, or cyber incidents unless caused solely by TAP's gross negligence or willful misconduct. Customer shall independently verify payment instructions through a trusted contact method before making or changing any payment.

12. Changes

Customer may request order changes only in writing, and no change is binding unless accepted in writing by TAP. Changes may adjust price, delivery, warranty, freight, cancellation charges, documentation, or other terms.

TAP may change product design, construction, sourcing, manufacturer, packaging, documentation, or specifications where the change does not materially impair the product's intended function, unless Customer's purchase order expressly requires a specific revision or specification that TAP has accepted in writing.

13. Cancellation

Once TAP issues an order confirmation, Customer may cancel only with TAP's written consent and on payment of all charges TAP determines.

·        Cancellation charges may include the full contract price for completed products; actual costs incurred; supplier or manufacturer cancellation charges; freight, storage, handling, tariff, duty, customs, and brokerage charges; engineering, documentation, testing, inspection, or certification costs; materials, components, tooling, fixtures, work in process, and special-order items; TAP's normal profit on the order; and any other commercially reasonable costs of cancellation.

Custom, special-order, non-stock, imported, modified, configured, repair, and service products, and products ordered specifically for Customer, may be non-cancelable and non-returnable.

14. Customer-Requested Shipment Delays; Storage

If Customer requests delay after products are ready for shipment, TAP may invoice as though shipment had occurred, with payment due per the invoice terms.

TAP may store products at Customer's risk and expense. Customer is responsible for storage, insurance, handling, deterioration, obsolescence, tariff and freight changes, and other costs of delayed shipment.

TAP may require Customer to take delivery within a commercially reasonable period. If Customer fails to do so, TAP may cancel the order, ship, store, or invoice the products, or pursue any other remedy.

15. Returns and RMA Process

No product may be returned without a prior written Return Material Authorization ("RMA") from TAP.

·        To request an RMA, Customer must provide the part number; serial number (if any); quantity; description of the problem; failure date (if any); original purchase order or invoice number; photos, video, or supporting documentation (if requested); and application and operating conditions (if relevant).

All RMA shipments must include the RMA authorization and be packaged to prevent transit damage. Customer bears freight, insurance, packaging, and risk of loss for returns unless TAP agrees otherwise in writing.

On receipt, TAP or the manufacturer may inspect and evaluate the returned product and will provide findings or disposition when available. If the product is not under warranty, TAP may quote repair, replacement, return freight, or disposal.

If Customer does not respond to TAP's findings, quotation, or disposition request within 30 days, TAP may return or store the product at Customer's expense, or scrap it without liability.

Approved returns for credit may be subject to a restocking fee of at least 20%, plus freight, inspection, testing, repair, repackaging, certification, supplier, and other applicable charges. Special-order, modified, custom, configured, imported, and non-stock products, electrical components, seal kits, bearing kits, and fabricated items may be non-returnable.

16. Warranty

TAP warrants only products it manufactures, if any, to be free from defects in material and factory workmanship for 12 months from receipt at Customer's facility, unless otherwise stated in writing.

For products manufactured by third parties, TAP makes no independent warranty beyond the applicable manufacturer's warranty, if any, which is passed through to Customer to the extent transferable and available.

Warranty claims are satisfied solely by repair, replacement, credit, or other remedy approved by TAP or the manufacturer. No cash payment will be made for defective materials, workmanship, labor, downtime, lost production, field service, removal, installation, freight, incidental charges, consequential damages, or other costs unless TAP agrees in writing.

Products must be returned freight prepaid for inspection unless otherwise agreed in writing. TAP's or the manufacturer's warranty determination is final, absent clear error.

·        This warranty does not cover normal wear; consumables; seals, bearings, gaskets, wear parts, or maintenance items unless expressly warranted; misuse, abuse, neglect, contamination, corrosion, or improper storage, installation, or operation; unauthorized modification, alteration, repair, or disassembly; use outside rated specifications; incorrect application or selection; damage from accident, handling, transportation, installation, maintenance, or operating conditions; use with incompatible equipment, fluids, materials, chemicals, loads, speeds, temperatures, or environments; or products subject to customer-supplied specifications or drawings.

TAP may make changes in design, construction, sourcing, or specifications at any time without obligation to modify products previously sold.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, TAP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, PERFORMANCE, COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE.

17. Limitation of Liability

The total liability of TAP and its affiliates, owners, officers, employees, representatives, agents, suppliers, manufacturers, and principals for any claim arising out of or relating to any quotation, order, product, service, repair, shipment, warranty, delay, nonconformity, or transaction shall not exceed the purchase price paid to TAP for the specific item giving rise to the claim.

IN NO EVENT SHALL TAP BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ECONOMIC DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR BUSINESS, LOSS OF USE, LINE-DOWN CHARGES, PRODUCTION DELAYS, FIELD LABOR, REMOVAL, INSTALLATION, OR RECALL COSTS, CHARGEBACKS, PENALTIES, LIQUIDATED DAMAGES, LOSS OF GOODWILL, OR DAMAGE TO OTHER EQUIPMENT, WHETHER BASED ON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR ANY OTHER THEORY.

These limitations apply even if TAP has been advised of the possibility of such damages and even if any limited remedy fails of its essential purpose.

18. Customer Indemnification

Customer shall defend, indemnify, and hold harmless TAP and its affiliates, owners, officers, employees, representatives, agents, suppliers, manufacturers, and principals from all claims, demands, losses, damages, liabilities, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to Customer's breach of these Terms, negligence, willful misconduct, misuse of products, installation, application, specification, selection, modification, resale, or use, customer-supplied drawings, third-party claims, injury, property damage, regulatory obligations, failure to comply with applicable laws, or failure to provide accurate information or warnings.

19. Intellectual Property

Customer acknowledges that patents, trademarks, trade names, copyrights, trade secrets, technical data, drawings, software, manuals, specifications, and other intellectual property associated with products may be owned by TAP or its suppliers, manufacturers, principals, or licensors.

Sale of products grants Customer no license or right to use intellectual property except as necessary for ordinary use of the purchased product.

Customer shall not reverse engineer, copy, reproduce, disassemble, decompile, modify, private-label, relabel, counterfeit, duplicate, or create derivative works from any TAP or manufacturer product, drawing, software, manual, label, trademark, or technical material except as expressly authorized in writing.

Customer shall indemnify TAP against claims that Customer-supplied drawings, specifications, designs, labels, branding, instructions, or modifications infringe any patent, trademark, copyright, trade secret, or other intellectual-property right.

20. Compliance with Laws

Customer shall comply with all applicable federal, state, local, and foreign laws, regulations, codes, standards, orders, and industry requirements relating to the purchase, import, export, resale, installation, use, operation, safety, labeling, packaging, transportation, disposal, and application of products.

These may include, as applicable, OSHA and workplace-safety laws; environmental, chemical, and hazardous-materials laws; import/export controls; U.S. sanctions and restricted-party rules; anti-bribery and anti-corruption laws; RoHS, REACH, TSCA, PFAS, Conflict Minerals, Proposition 65, and similar regulations; customs, tariff, and country-of-origin requirements; and industry-specific safety and equipment standards.

Customer is responsible for determining whether products comply with its intended use, jurisdiction, industry, customer requirements, and regulatory obligations. Any certifications, declarations, material-compliance statements, country-of-origin documents, test or inspection reports, or other compliance documents must be requested before order acceptance and may add cost and lead time.

21. Export, Import, and Trade Restrictions

Customer shall not export, re-export, transfer, ship, sell, resell, or use any product, technical data, drawing, software, or documentation in violation of applicable U.S. or foreign export-control, import, customs, sanctions, embargo, anti-boycott, or trade-compliance laws.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any restricted country or territory, and is not on any restricted-party, denied-party, sanctioned-party, or prohibited end-user list.

Customer is responsible for all licenses, authorizations, approvals, classifications, filings, and documentation required for its export, import, resale, or use of products.

22. Force Majeure

TAP is not liable for delay, failure to perform, non-delivery, partial delivery, price adjustment, or inability to supply due to causes beyond its reasonable control, including acts of God, fire, flood, storm, earthquake, or other natural disaster; war, terrorism, sabotage, civil unrest, or riots; labor disputes; supplier delay, shutdown, cancellation, or allocation; material shortages; transportation, port, or customs delays; epidemics or pandemics; government action, law, regulation, sanction, embargo, tariff, or import or export restriction; cyberattack or technology or utility outage; market conditions; or inability to obtain goods on commercially reasonable terms.

In a force-majeure event, TAP may extend delivery, allocate available product among customers, adjust pricing, suspend performance, cancel affected orders, or take other commercially reasonable action without liability.

23. Insurance

If Customer requires TAP personnel, contractors, or representatives to enter its facility, jobsite, or controlled worksite, Customer shall maintain commercial general liability, property, workers' compensation, automobile, and other insurance customary for its operations.

Any special insurance certificates, endorsements, additional-insured status, waiver of subrogation, site-specific safety requirements, background checks, training, or other access requirements must be disclosed before quotation and may add cost and require TAP's acceptance.

24. Product Use and Safety

Customer is solely responsible for safe selection, installation, integration, use, operation, maintenance, guarding, inspection, and removal of products, and shall ensure products are used only by trained, qualified personnel and in accordance with applicable instructions, ratings, warnings, safety standards, laws, and industry practices.

Customer shall not remove, alter, obscure, or disregard any warning labels, manuals, instructions, or safety notices, and is responsible for all hazard analyses, risk assessments, machine-guarding reviews, lockout/tagout and maintenance procedures, operator training, and safety reviews required for its application.

25. No Engineering or Design Responsibility Unless Expressly Agreed

Unless expressly stated in a written agreement signed by TAP, TAP does not provide professional engineering, design, safety certification, system integration, machine guarding, regulatory approval, or application-engineering responsibility.

Any suggestions, recommendations, drawings, calculations, product selections, or technical discussions from TAP are for general information only and must be independently reviewed, verified, and approved by Customer's qualified personnel.

Customer remains solely responsible for final product selection, system design, suitability, safety, and compliance.

26. Documentation, Certifications, and Special Requirements

Any requirement for certifications, test or inspection reports, certificates of conformance, material certifications, country-of-origin documents, compliance statements, special packaging, labeling, serialization, quality documentation, source inspection, customer-portal entry, or similar documentation must be stated in writing before order acceptance.

If such requirements are not expressly accepted by TAP in writing, they do not apply. Additional documentation or compliance requirements may add charges and lead time.

27. Supplier and Manufacturer Flow-Down

Products sold by TAP may be manufactured by third-party suppliers, principals, or manufacturers, and TAP's obligations may be limited by supplier availability, warranties, and terms, manufacturer approvals, factory lead times, import conditions, and other third-party requirements.

Customer acknowledges that certain warranty, repair, replacement, return, cancellation, documentation, compliance, technical, and delivery matters may require manufacturer review or approval.

TAP is not liable for supplier or manufacturer delays, denials, warranty determinations, design decisions, product changes, discontinuations, allocations, cancellations, or other actions outside TAP's reasonable control.

28. Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute arising from or relating to these Terms or any transaction through direct business discussions.

If direct discussions fail, either party may request non-binding mediation in Butler County or Allegheny County, Pennsylvania, or another mutually agreed location, with mediator fees shared equally unless otherwise agreed.

If mediation does not resolve the dispute, either party may pursue available legal remedies under Section 29. Nothing in this Section prevents TAP from collecting unpaid invoices, enforcing security interests, protecting confidential information, or seeking injunctive or emergency equitable relief.

29. Governing Law; Venue

These Terms and all transactions between TAP and Customer are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

Any action arising from or relating to these Terms or any transaction shall be brought exclusively in the state or federal courts located in Pennsylvania, unless TAP elects another jurisdiction to enforce payment, collect debt, recover collateral, or pursue remedies against Customer.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

30. Notices

All notices under these Terms must be in writing and delivered by personal delivery, recognized overnight courier, certified mail (return receipt requested), or email with confirmed receipt.

Notices to TAP shall be sent to: TAP Industrial Sales, LLC, 2009 Mackenzie Way, Suite 100, Cranberry Twp., PA 16066, Email: [email protected], Attention: President / CEO.

TAP may update its notice address by posting revised Terms or giving written notice to Customer.

31. Assignment

Customer may not assign, transfer, delegate, or subcontract any order, obligation, claim, or right under these Terms without TAP's prior written consent, and any attempted assignment without consent is void.

TAP may assign or subcontract its rights or obligations to affiliates, suppliers, manufacturers, logistics or service providers, or successors in connection with ordinary business operations or any sale of assets, merger, restructuring, or other business transaction.

32. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intended commercial effect.

33. Waiver

No waiver is effective unless in writing and signed by the party against whom it is asserted. TAP's failure to enforce any provision is not a waiver of that or any other provision.

34. Survival

Any provision that by its nature should survive completion, cancellation, termination, or fulfillment of an order shall survive, including payment obligations, confidentiality, cybersecurity, intellectual property, warranty limitations, limitation of liability, indemnification, governing law, dispute resolution, collection rights, and compliance obligations.

35. Entire Agreement

These Terms, together with TAP's quotation, order confirmation, invoice, and any written agreement signed by TAP, constitute the entire agreement between the parties regarding the transaction.

These Terms supersede all prior or contemporaneous oral or written communications, proposals, negotiations, representations, understandings, or agreements on the subject matter.

No amendment, modification, or waiver of these Terms is binding unless in writing and signed by an authorized officer of TAP.

36. Priority of Documents

If transaction documents conflict, the following order of priority applies unless TAP expressly agrees otherwise in writing:

1.       Written agreement signed by an authorized officer of TAP

2.       TAP order confirmation

3.       TAP quotation

4.       These Terms and Conditions of Sale

5.       TAP invoice

6.       Customer purchase order, only as to product identity, quantity, price, shipment destination, and delivery schedule accepted by TAP

Customer's standard terms and conditions do not apply unless expressly accepted in writing by an authorized officer of TAP.

37. Electronic Communications and Signatures

Electronic communications, scanned and electronic signatures, email approvals, and electronically submitted purchase orders and acknowledgments have the same effect as original written documents, to the fullest extent permitted by law.

38. Headings

Section headings are for convenience only and do not affect interpretation of these Terms.

Our company specializes in consulting, product development, and customer support. We tailor our services to fit the unique needs of businesses across various sectors, helping them grow and succeed in a competitive market.

These Terms are designed for use with domestic and international suppliers, including overseas manufacturers, import/export suppliers, principals, distributors, contract manufacturers, service providers, and sub-tier suppliers supporting TAP Industrial Sales, LLC orders.

1. General Terms; Acceptance

These Supplier Terms and Conditions of Purchase ("Terms") apply to all purchase orders, releases, blanket orders, forecasts, supply agreements, repair orders, service orders, tooling orders, samples, prototypes, replacement parts, components, assemblies, finished goods, documentation, and related services issued by TAP Industrial Sales, LLC ("TAP," "Buyer," "Company," "we," "us," or "our") to any supplier, manufacturer, vendor, principal, distributor, reseller, service provider, contractor, subcontractor, or other seller ("Supplier," "Vendor," or "Seller").

Each purchase order issued by TAP is an offer to purchase goods and/or services only under these Terms. Supplier accepts the purchase order and these Terms by signing or acknowledging the purchase order, beginning production, ordering material, shipping goods, performing services, issuing an invoice, confirming delivery, accepting payment, or otherwise commencing performance.

Any Supplier quotation, acknowledgment, invoice, packing list, portal term, website term, pro forma invoice, order confirmation, delivery note, commercial invoice, or other Supplier document containing terms different from or additional to these Terms is expressly rejected and shall not apply unless TAP expressly agrees in a written document signed by an authorized officer of TAP.

TAP acceptance of goods, payment for goods, or failure to object to Supplier documents shall not constitute acceptance of Supplier terms. These Terms apply unless TAP and Supplier have entered into a separate written agreement signed by authorized representatives of both parties.

2. Purchase Orders; Order of Priority

Supplier shall supply goods and services strictly in accordance with the purchase order, drawings, specifications, quality requirements, delivery schedule, documentation requirements, approved samples, customer requirements, and these Terms.

1.       Written agreement signed by authorized representatives of both parties.

2.       TAP purchase order or release.

3.       TAP-approved drawings, specifications, quality requirements, and documentation requirements.

4.       These Supplier Terms and Conditions of Purchase.

5.       TAP Supplier Quality Manual, if applicable.

6.       Supplier quotation or acknowledgment, only to the extent expressly accepted by TAP in writing.

Supplier may not modify any purchase order, price, quantity, specification, lead time, delivery term, shipping route, product source, manufacturing location, sub-tier supplier, material, design, process, packaging, labeling, or documentation requirement without TAP prior written approval.

3. Prices

The price stated on TAP purchase order is firm and not subject to increase unless TAP agrees in writing before shipment. Unless otherwise stated on the purchase order, the price includes all costs necessary to supply the goods or services, including materials, labor, overhead, packaging, labeling, quality documentation, standard inspection, export packaging, certificates of conformity, commercial invoices, packing lists, origin documents, and all other standard Supplier charges.

Supplier shall not add charges for tooling, setup, expedite fees, fuel, freight, tariffs, duties, storage, documentation, inspection, banking fees, currency changes, export charges, or other costs unless expressly approved in writing by TAP before such charges are incurred.

If Supplier reduces its price for comparable goods or services before delivery, Supplier shall apply the reduced price to TAP open orders.

3. Prices

The price stated on TAP purchase order is firm and not subject to increase unless TAP agrees in writing before shipment. Unless otherwise stated on the purchase order, the price includes all costs necessary to supply the goods or services, including materials, labor, overhead, packaging, labeling, quality documentation, standard inspection, export packaging, certificates of conformity, commercial invoices, packing lists, origin documents, and all other standard Supplier charges.

Supplier shall not add charges for tooling, setup, expedite fees, fuel, freight, tariffs, duties, storage, documentation, inspection, banking fees, currency changes, export charges, or other costs unless expressly approved in writing by TAP before such charges are incurred.

If Supplier reduces its price for comparable goods or services before delivery, Supplier shall apply the reduced price to TAP open orders.

4. Payment Terms

Unless otherwise stated on the purchase order or agreed in writing, payment terms are Net 30 days from the later of TAP receipt of a valid and accurate invoice, TAP receipt and acceptance of conforming goods, TAP receipt of all required documentation, or completion and acceptance of services.

TAP may withhold payment for goods or services that are defective, nonconforming, incomplete, late, incorrectly documented, incorrectly shipped, subject to a warranty claim, or otherwise not in compliance with the purchase order or these Terms.

TAP may offset or deduct from amounts owed to Supplier any amounts Supplier owes TAP, including chargebacks, warranty costs, freight costs, rework costs, inspection costs, customer charges, premium freight, penalties, returned goods, rejected goods, or other damages. Payment does not constitute acceptance of goods or waiver of TAP rights.

5. Delivery; Time Is of the Essence

Time is of the essence. Supplier shall deliver goods and perform services in strict accordance with the delivery dates, lead times, quantities, and shipping instructions stated in the purchase order.

Supplier shall immediately notify TAP in writing of any actual or anticipated delay, shortage, quality issue, documentation issue, logistics issue, export issue, customs issue, labor issue, capacity issue, sub-tier supplier issue, or other event that may affect performance.

Supplier shall provide a recovery plan upon TAP request. TAP may require expedited production or shipment at Supplier expense if delay is caused by Supplier or Supplier sub-tier supplier. TAP may reject early shipments, late shipments, partial shipments, excess quantities, or shipments that do not comply with TAP instructions.

Quantities stated in the purchase order are maximum quantities unless TAP expressly accepts additional quantities in writing. Excess quantities may be returned at Supplier risk and expense.

6. International Delivery Terms; Incoterms

For international shipments, the applicable delivery term shall be the Incoterms rule expressly stated on the purchase order or signed agreement. If no delivery term is stated, the default term shall be DAP TAP-designated destination, Incoterms 2020, unless otherwise agreed in writing.

Under DAP terms, Supplier shall be responsible for export clearance, origin-side logistics, proper export documentation, packaging suitable for international transport, and carriage to the named destination, unless otherwise agreed in writing.

Unless TAP expressly agrees otherwise, TAP shall not be responsible for Supplier failure to provide accurate documentation required for importation, customs clearance, tariff treatment, country-of-origin marking, product classification support, or regulatory review. Supplier shall not use DDP terms or list TAP as importer of record unless TAP expressly approves that arrangement in writing.

7. Importer of Record; Customs Clearance

The parties shall identify the importer of record before shipment when goods are imported into the United States or another destination country. Supplier shall not identify TAP as importer of record, consignee for customs purposes, ultimate consignee, customs declarant, or party responsible for duties or taxes unless TAP has agreed in writing.

·        Supplier shall provide complete and accurate documentation reasonably required for importation, including commercial invoice, packing list, bill of lading or air waybill, country-of-origin declaration, product description sufficient for customs classification, manufacturer name and address, export license information if applicable, free trade agreement or preferential tariff certificates if applicable, material declarations, required compliance declarations, certificates of conformity, inspection reports, test reports, and any customer-specific documentation required by TAP purchase order.

Supplier shall be responsible for all costs, penalties, delays, storage, demurrage, customs holds, fines, or additional duties caused by inaccurate, late, incomplete, misleading, or noncompliant Supplier documentation.

8. Packaging, Labeling, and Marking

Supplier shall package, mark, label, and preserve goods in a manner suitable for safe international and domestic transportation, handling, storage, customs inspection, and delivery. Packaging shall protect goods from damage, corrosion, contamination, moisture, vibration, temperature exposure, improper handling, and ordinary risks of ocean, air, truck, rail, warehouse, and port movement.

·        Each shipment shall include proper product identification and documentation, including TAP purchase order number, part number, revision level if applicable, quantity, lot number, batch number or serial number if applicable, country of origin, Supplier name, packing list, required certificates or compliance documents, and any special handling, safety, or storage instructions.

Supplier shall be liable for damage, corrosion, loss, delay, customs hold, customer rejection, or additional cost caused by inadequate packaging, labeling, or documentation.

9. Country of Origin; Marking; Trade Preference

Supplier shall accurately identify the country of origin of all goods and shall mark goods and packaging as required by applicable law. Supplier shall not misrepresent country of origin, tariff classification, substantial transformation, value, producer, manufacturer, or eligibility for preferential tariff treatment.

If Supplier provides free trade agreement, preferential duty, or tariff-reduction documentation, Supplier warrants that such documentation is accurate, complete, and supported by proper records.

Supplier shall indemnify TAP for duties, tariffs, penalties, interest, fines, customs claims, customer claims, or other losses arising from inaccurate origin, classification, valuation, or trade documentation provided by Supplier.

10. Quality Requirements

Supplier shall maintain a documented quality management system appropriate for the goods or services supplied. Suppliers are encouraged to maintain ISO 9001:2015 certification or an equivalent quality system acceptable to TAP.

·        Supplier shall ensure goods and services conform to TAP purchase orders, TAP drawings and specifications, customer drawings and specifications, approved samples, applicable industry standards, applicable regulatory requirements, Supplier published specifications, and TAP Supplier Quality Manual requirements if applicable.

Supplier shall provide quality documentation requested by TAP, including certificates of conformity, inspection reports, material certifications, test reports, process documentation, traceability records, and corrective action responses.

11. Inspection and Acceptance

All goods and services are subject to inspection, testing, approval, and acceptance by TAP, TAP customers, and applicable regulatory authorities. Inspection, testing, payment, use, resale, or shipment shall not constitute final acceptance, waiver of defects, waiver of warranty rights, or waiver of claims.

TAP may reject any goods or services that are defective, nonconforming, late, improperly documented, improperly packaged, damaged, mislabeled, counterfeit, unauthorized, or otherwise not in compliance with the purchase order or these Terms.

·        At TAP option, Supplier shall promptly replace rejected goods, repair rejected goods, rework rejected goods, refund amounts paid, pay return freight, pay replacement freight, pay inspection, sorting, testing, rework, administrative, customer, or field costs, provide corrective action, and provide documentation needed to satisfy TAP customer.

Supplier shall not ship repaired, reworked, deviated, substituted, or nonconforming goods without TAP prior written approval.

12. Nonconforming Goods; Corrective Action

Supplier shall immediately notify TAP if Supplier discovers that goods shipped or scheduled to ship may be defective, nonconforming, counterfeit, misclassified, mislabeled, incorrectly documented, or otherwise fail to meet requirements. Supplier shall identify, segregate, control, and prevent unintended shipment or use of nonconforming goods.

·        Supplier shall provide written corrective action upon TAP request, including problem description, containment action, root cause analysis, corrective action, preventive action, responsible person, completion date, and verification of effectiveness. Supplier shall flow down corrective action requirements to sub-tier suppliers when applicable.

13. Changes; No Unauthorized Substitutions

Supplier shall not make any change without TAP prior written approval, including changes to product design, material, manufacturing process, sub-tier supplier, manufacturing location, tooling, inspection method, testing method, packaging, labeling, country of origin, product marking, software or firmware, surface treatment, heat treatment, special process, certification status, quality system status, delivery term, or shipping route.

Unauthorized changes shall be deemed a material breach. Supplier shall notify TAP before implementing supplier-driven product changes, facility changes, process changes, or discontinuations.

14. Warranty

Supplier warrants that all goods and services supplied to TAP, TAP customers, and end users shall be new, unused, merchantable, and free from defects in design, material, workmanship, manufacture, title, and documentation; conform to all drawings, specifications, samples, quality plans, descriptions, performance requirements, and purchase order requirements; be fit and safe for their intended purpose when such purpose is known to Supplier; be free from liens, claims, encumbrances, security interests, and restrictions; be authentic and not counterfeit; comply with applicable laws, regulations, and standards; and be properly packaged, labeled, marked, documented, and shipped.

Unless a longer period applies by law, Supplier agreement, manufacturer warranty, or customer requirement, the warranty period shall be the longer of 18 months from delivery to TAP or TAP customer, 12 months from first use by TAP customer, Supplier standard warranty period, manufacturer published warranty period, or any warranty period required by TAP customer.

Supplier warranty shall extend to TAP, TAP affiliates, TAP customers, and end users. TAP inspection, testing, approval, payment, or resale shall not relieve Supplier of warranty obligations.

15. Warranty Remedies

If goods or services are defective or nonconforming, TAP may reject the goods, return goods at Supplier expense, require repair, require replacement, obtain a refund, purchase replacement goods from another source, charge Supplier for cover costs, charge Supplier for inspection, sorting, rework, testing, freight, field, administrative, customer, and warranty costs, require Supplier to participate in customer warranty analysis, and require Supplier to provide technical support and corrective action.

Supplier shall reimburse TAP for all reasonable costs arising from defective or nonconforming goods, including customer charges, field service, freight, expedited freight, labor, removal, installation, testing, sorting, inspection, rework, recall, containment, and administrative costs.

16. Product Liability and Indemnification

Supplier shall defend, indemnify, release, and hold harmless TAP, its owners, officers, employees, representatives, agents, affiliates, customers, successors, and assigns from and against all claims, damages, liabilities, losses, penalties, fines, costs, and expenses, including attorneys fees, arising out of or relating to Supplier goods or services, defective design, material, workmanship, manufacture, warnings, instructions, documentation, or packaging, Supplier breach of these Terms, Supplier breach of warranty, Supplier negligence or willful misconduct, Supplier violation of law, Supplier late delivery or failure to deliver, Supplier sub-tier suppliers, injury, death, property damage, customer claims, product recall, import/export violations caused by Supplier documentation or conduct, counterfeit goods, and intellectual property infringement.

Supplier indemnity obligations shall survive completion, payment, cancellation, termination, and expiration of the purchase order.

17. Intellectual Property; Non-Infringement; Counterfeit Goods

Supplier warrants that goods and services supplied to TAP do not infringe any patent, trademark, trade dress, copyright, trade secret, mask work, design right, proprietary right, or other intellectual property right. Supplier shall defend, indemnify, and hold harmless TAP, TAP customers, and end users from any claim alleging infringement or misappropriation.

If goods are alleged or determined to infringe, Supplier shall, at Supplier expense and TAP option, procure the right to continue using and selling the goods, replace goods with non-infringing goods, modify goods so they become non-infringing, refund amounts paid, and reimburse TAP for damages, costs, customer claims, and expenses.

Supplier shall not supply counterfeit, suspect counterfeit, unauthorized, misrepresented, used-as-new, refurbished-as-new, or falsely branded goods. Supplier shall maintain controls to prevent counterfeit goods from entering the supply chain.

18. Confidentiality

Supplier shall treat all TAP information and customer information as confidential, including purchase orders, pricing, drawings, specifications, forecasts, business plans, customer names, supplier names, technical data, commercial data, product information, samples, software, designs, and communications.

Supplier shall use confidential information only to perform TAP purchase orders. Supplier shall not disclose confidential information to any third party without TAP written consent, except to approved sub-tier suppliers who need the information to perform and who are bound by confidentiality obligations at least as protective as these Terms.

Supplier shall return or destroy confidential information upon TAP request. If a separate nondisclosure agreement exists, that agreement shall also apply.

19. Cybersecurity and Information Protection

Supplier shall use commercially reasonable administrative, technical, and physical safeguards to protect TAP confidential information, customer information, drawings, specifications, purchase order data, pricing, shipping information, and payment information.

Supplier shall promptly notify TAP of any actual or suspected unauthorized access, disclosure, cyber incident, business email compromise, ransomware event, data loss, or compromise involving TAP information or TAP customer information.

Supplier shall not upload TAP confidential information, drawings, customer information, pricing, or technical data into public artificial intelligence tools, public file-sharing platforms, public databases, or unapproved third-party systems without TAP written consent. Supplier shall verify payment instruction changes through a secure and independently confirmed method.

20. Compliance with Laws

Supplier shall comply with all applicable laws, rules, regulations, codes, standards, sanctions, export controls, customs rules, anti-bribery laws, labor laws, environmental laws, health and safety laws, and industry requirements.

·        Supplier obligations may include export control laws, import and customs laws, sanctions and restricted-party rules, anti-bribery and anti-corruption laws, U.S. Foreign Corrupt Practices Act, UK Bribery Act, environmental laws, OSHA or equivalent safety laws, RoHS, REACH, TSCA, PFAS requirements, Conflict Minerals rules, California Proposition 65, forced labor restrictions, human trafficking and modern slavery laws, country-of-origin marking laws, product safety laws, and customer-specific compliance requirements.

Supplier shall provide compliance certifications and supporting documentation upon TAP request.

21. Export Controls; Sanctions; Restricted Parties

Supplier shall not provide goods, software, technology, technical data, services, components, materials, or documentation in violation of applicable export control, sanctions, embargo, anti-boycott, or restricted-party laws.

Supplier represents that neither Supplier nor its owners, officers, directors, employees, agents, or sub-tier suppliers involved in TAP orders are listed on any applicable restricted-party, denied-party, blocked-party, sanctioned-party, or prohibited end-user list.

Supplier shall notify TAP immediately if Supplier becomes subject to any sanctions, export restrictions, government investigation, or legal restriction that may affect TAP orders. Supplier shall provide export classification, country-of-origin, licensing, and end-use information upon request.

22. Forced Labor; Ethical Sourcing

Supplier shall not use forced labor, prison labor, child labor, trafficked labor, indentured labor, involuntary labor, or labor sourced from restricted regions or entities prohibited by applicable law. Supplier shall maintain reasonable controls to ensure its supply chain complies with forced labor, human rights, and ethical sourcing requirements.

Supplier shall provide documentation, certifications, and supply chain information reasonably requested by TAP or TAP customers to verify compliance. Supplier shall flow down these requirements to sub-tier suppliers.

23. Materials Compliance; Environmental Requirements

Supplier warrants that goods comply with all applicable materials, environmental, chemical, and product-compliance requirements.

·        Upon request, Supplier shall provide complete and accurate declarations regarding RoHS, REACH, TSCA, PFAS, Conflict Minerals, Proposition 65, heavy metals, hazardous substances, SDS requirements, country-specific environmental or chemical rules, and customer-specific material restrictions.

Supplier shall notify TAP before shipment if goods contain restricted, reportable, hazardous, or regulated substances. Supplier shall indemnify TAP for costs, liabilities, customer claims, penalties, or delays arising from Supplier inaccurate, incomplete, or missing compliance information.

24. Insurance

Supplier shall maintain insurance appropriate to its business, products, services, and risks, including commercial general liability, product liability, completed operations coverage, workers compensation as required by law, employer liability, automobile liability if applicable, cargo or transit insurance if Supplier is responsible for shipment, professional liability if Supplier provides engineering or design services, and cyber insurance if Supplier handles sensitive data or system access.

Unless otherwise agreed, Supplier shall maintain product liability coverage of not less than $1,000,000 per occurrence and $2,000,000 aggregate, or higher limits if required by TAP customer or the nature of the goods.

Upon request, Supplier shall provide certificates of insurance and name TAP as additional insured where commercially available. Supplier shall provide prior written notice of cancellation or material reduction in coverage where available.

25. Sub-Tier Suppliers

Supplier is fully responsible for all sub-tier suppliers, subcontractors, processors, manufacturers, service providers, and agents used in connection with TAP orders. Supplier shall flow down all applicable TAP requirements to sub-tier suppliers, including quality, confidentiality, compliance, documentation, cybersecurity, record retention, right of entry, warranty, and change-control requirements.

Supplier shall not subcontract material performance, change manufacturing source, or change critical sub-tier suppliers without TAP prior written approval when such change may affect quality, compliance, origin, delivery, documentation, or customer requirements.

26. Record Retention

Supplier shall maintain complete, accurate, legible, and retrievable records relating to TAP orders, including quality records, inspection records, test records, material certifications, compliance documentation, traceability records, process records, sub-tier supplier records, commercial invoices, packing lists, origin records, and corrective action records.

Unless a longer period is required by law, customer requirement, purchase order, or written agreement, Supplier shall retain records for at least 10 years from completion of the order.

27. Right of Entry; Audit Rights

Supplier shall permit TAP, TAP customers, and applicable regulatory authorities to access Supplier facilities, records, processes, inspection areas, warehouses, and sub-tier supplier facilities as reasonably necessary to verify compliance with purchase orders, specifications, quality requirements, regulatory requirements, or customer requirements.

Supplier shall cooperate with audits, inspections, source inspections, surveillance audits, corrective action reviews, and regulatory reviews.

28. Tooling, Dies, Fixtures, and Customer Property

Any tooling, dies, molds, fixtures, gauges, test equipment, drawings, samples, software, customer property, or TAP-owned property furnished to Supplier or paid for by TAP shall remain TAP property unless otherwise agreed in writing.

·        Supplier shall identify TAP-owned property, use it only for TAP orders, maintain it in good condition, protect it from loss, damage, theft, or misuse, not move it without TAP approval, not use it for third parties, and return it upon request. Supplier bears risk of loss or damage while TAP property is in Supplier possession or control.

29. Forecasts; Releases; Inventory

Any forecast provided by TAP is non-binding unless expressly identified as a firm purchase commitment in a purchase order or written release. Supplier assumes risk for material, labor, capacity, production, or inventory purchased or produced beyond firm purchase order quantities unless TAP expressly authorizes such activity in writing.

Supplier shall not treat forecasts, estimates, planning volumes, annual targets, or customer opportunity discussions as binding commitments.

30. Cancellation for Convenience

TAP may cancel all or part of any purchase order for convenience by written notice. Upon cancellation, Supplier shall immediately stop work as directed by TAP and take commercially reasonable steps to reduce costs.

Supplier sole remedy for cancellation shall be payment for conforming goods completed and accepted before cancellation, plus reasonable documented costs for authorized work in process that cannot be avoided or used for other customers, provided Supplier has used commercially reasonable efforts to mitigate costs.

Supplier shall not be entitled to lost profits, lost revenue, lost opportunity, consequential damages, or cancellation charges unless expressly approved by TAP in writing.

31. Termination for Cause

TAP may terminate all or part of any purchase order immediately upon written notice if Supplier fails to deliver on time, ships defective or nonconforming goods, fails to provide required documentation, breaches these Terms, becomes insolvent, enters bankruptcy or receivership, experiences a material adverse change, violates law, misuses TAP confidential information, supplies counterfeit goods, fails to maintain quality or compliance requirements, or fails to provide adequate assurances of performance.

Upon termination for cause, TAP may purchase substitute goods or services and charge Supplier for all additional costs and damages.

32. Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, provided the affected party gives prompt written notice and uses commercially reasonable efforts to mitigate the impact.

Force majeure may include natural disasters, war, terrorism, riots, government action, embargoes, port closures, pandemics, epidemics, labor disruptions, transportation disruptions, cyber incidents, and other events beyond reasonable control.

Force majeure shall not excuse Supplier failure to plan for ordinary supply chain risks, material shortages, capacity constraints, labor shortages, financial hardship, price increases, or sub-tier supplier failures unless such events are directly caused by an actual force majeure event. If Supplier force majeure event affects delivery, TAP may cancel affected orders without liability.

33. Limitation on TAP Liability

TAP shall not be liable to Supplier for incidental, indirect, special, consequential, exemplary, punitive, or economic damages, including lost profits, lost revenue, lost opportunity, lost production, business interruption, or overhead absorption.

TAP liability to Supplier for any purchase order shall not exceed the unpaid purchase price for conforming goods or services accepted by TAP under that purchase order.

34. Setoff and Chargebacks

TAP may set off, recoup, or deduct any amounts owed by Supplier or Supplier affiliates from any amounts owed by TAP or TAP affiliates to Supplier.

·        Chargebacks may include defective goods, late shipments, premium freight, customer penalties, sorting, rework, field service, warranty costs, return freight, replacement costs, customs penalties caused by Supplier, documentation errors, administrative costs, legal fees, recall, or containment costs.

35. Independent Contractor

Supplier is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment relationship, franchise, or fiduciary relationship. Supplier has no authority to bind TAP or make commitments on TAP behalf.

36. Non-Solicitation of Customers

Supplier shall not use TAP customer information, forecasts, drawings, pricing, project information, or business opportunities to bypass TAP, solicit TAP customers directly, quote TAP customers directly, or interfere with TAP customer relationships, unless TAP provides prior written consent or a separate signed agreement permits such activity.

37. Publicity; Use of TAP Name

Supplier shall not use TAP name, logo, trademarks, customer names, project names, photographs, products, orders, or relationship in advertising, websites, press releases, social media, trade shows, customer presentations, or marketing materials without TAP prior written consent.

38. Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute through direct business discussions. If the dispute cannot be resolved, either party may request non-binding mediation in Butler County, Pennsylvania, Allegheny County, Pennsylvania, or another mutually agreed location.

Nothing prevents TAP from seeking injunctive relief, enforcing confidentiality obligations, protecting intellectual property, pursuing unpaid chargebacks, recovering property, or taking action necessary to protect customer interests.

39. Governing Law; Venue

These Terms and all purchase orders shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

Any lawsuit or legal proceeding arising out of or relating to these Terms or any purchase order shall be brought exclusively in the state or federal courts located in Pennsylvania, unless TAP elects another jurisdiction to enforce rights against Supplier, recover property, or pursue remedies.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

40. Notices

All notices shall be in writing and delivered by personal delivery, courier, certified mail, or email with confirmation of receipt.

Notices to TAP shall be sent to TAP Industrial Sales, LLC, [Insert Address], Email: [email protected], Attention: President / CEO. Supplier shall provide TAP with current notice, billing, quality, logistics, and legal contact information and shall promptly notify TAP of any changes.

41. Assignment

Supplier shall not assign, delegate, subcontract, or transfer any rights or obligations under a purchase order without TAP prior written consent. Any unauthorized assignment is void. TAP may assign purchase orders or these Terms to an affiliate, successor, customer, purchaser, or business transferee.

42. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intended commercial effect.

43. Waiver

No waiver shall be effective unless in writing and signed by the party against whom the waiver is asserted. TAP failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

44. Survival

All provisions that by their nature should survive completion, cancellation, termination, expiration, delivery, acceptance, or payment shall survive, including confidentiality, cybersecurity, warranty, indemnification, intellectual property, compliance, record retention, right of entry, limitation of liability, governing law, dispute resolution, and insurance obligations.

45. Entire Agreement

These Terms, together with TAP purchase order, any signed agreement, applicable drawings, specifications, quality requirements, and incorporated documents, constitute the entire agreement between TAP and Supplier regarding the purchase of goods or services.

No amendment or modification shall be binding unless in writing and signed by an authorized representative of TAP.