Terms of Sale

General Terms and Conditions of Sale — UPC-Marathon, a Division of Nitrex

1. Application These General Terms and Conditions of Sale apply to all offers, quotations, order confirmations, and contracts for the sale and delivery of products by UPC-Marathon. Any deviating terms and conditions of the buyer are hereby expressly rejected unless agreed to in writing by UPC-Marathon.

2. Quotations and Orders All quotations are non-binding unless expressly stated otherwise. A contract is concluded only upon written order confirmation by UPC-Marathon. UPC-Marathon reserves the right to make changes to specifications and designs that do not materially affect the agreed performance characteristics.

3. Prices Prices are quoted EXW (Incoterms 2020) from the applicable UPC-Marathon facility unless otherwise agreed in writing. Prices do not include taxes, duties, shipping, insurance, or other charges unless explicitly stated. UPC-Marathon reserves the right to adjust prices if costs increase due to changes in raw materials, labor, or exchange rates between quotation and delivery.

4. Payment Terms Unless otherwise agreed in writing, payment is due net 30 days from date of invoice. Late payments are subject to interest at the rate of 1.5% per month or the maximum rate permitted by law. UPC-Marathon reserves the right to suspend deliveries if payments are overdue.

5. Delivery Delivery dates are estimates and are not guaranteed unless expressly agreed in writing. UPC-Marathon shall not be liable for delays caused by circumstances beyond its reasonable control, including but not limited to force majeure events, supplier delays, and transportation disruptions.

6. Warranty UPC-Marathon warrants that products will be free from defects in materials and workmanship for a period of twelve (12) months from the date of shipment or as otherwise specified in the applicable product documentation. This warranty does not cover damage resulting from misuse, improper installation, unauthorized modification, or normal wear and tear.

7. Limitation of Liability UPC-Marathon's total liability shall not exceed the purchase price of the specific product giving rise to the claim. In no event shall UPC-Marathon be liable for indirect, consequential, incidental, or special damages.

8. Governing Law These terms shall be governed by and construed in accordance with the laws of the State of Illinois, USA, without regard to its conflict of laws provisions.

9. Dispute Resolution Any disputes arising from or in connection with these terms shall be resolved through good faith negotiations. If negotiations fail, disputes shall be submitted to binding arbitration in Chicago, Illinois.

For complete terms or questions, contact: [email protected]