Terms and Conditions of Sale

Publication Date: August 28, 2026

Elite Coil Technologies (“we” or “Company”) have adopted these terms and conditions that apply to the manufacture, offer for sale, sale, distribution, and use of our products (the “Terms and Conditions”). By requesting a quotation, submitting a purchase order, accepting a quotation, placing an order, accepting delivery of Products, paying an invoice, or otherwise purchasing Products from Company, you (“you” or “Buyer”) acknowledges that it has reviewed and agrees to be bound by these Terms and Conditions.

  1. Applicability & Changes to Terms and Conditions

    1. Applicability. Unless you have entered into a separate, mutually executed written supply agreement with Company (a “Master Supply Agreement”), these Terms and Conditions supersede all prior, contemporaneous, or subsequent oral or written communications, proposals and representations between Company and Buyer, including any terms referenced by any Buyer purchase order, acknowledgment, or other document or platform, unless a separate written agreement expressly identifying the superseded provisions is signed by authorized representatives of both parties. As used in these Terms and Conditions, "Product" or "Products" includes all physical Company products and services, individually and collectively. If a Master Supply Agreement has been executed between Buyer and Company, such Master Supply Agreement shall govern the purchase, sale and use of Products. Company expressly rejects any additional, different, or inconsistent terms contained in any purchase order, vendor portal, acknowledgment, or other document issued by Buyer. Such terms shall be of no force or effect unless expressly accepted in a writing signed by an authorized representative of Company.

    2. Changes to Terms and Conditions. These Terms and Conditions may be changed and/or updated by Company from time to time. Any changes to these Terms and Conditions are effective as of the publication date (indicated by the Publication Date above) and will govern all transactions occurring after the date on which an update was published.

  2. Pricing and Order Placement

    1. Pricing. All prices are quoted in U.S. dollars unless otherwise expressly stated and are valid for 15 days unless withdrawn before that time by Company. Unless otherwise stated by Company, quoted prices do not include shipping costs. Buyer is solely responsible for all other costs, including but not limited to taxes (including value added taxes), insurance, and any other charges incident to Buyer's purchase of Products. At any time prior to invoicing, Company may impose (i) shipping surcharges based on market conditions or the method of shipping requested; (ii) tariff surcharges based upon tariffs applicable to the Product(s) ordered; and/or (iii) actual costs of shipping, if you are purchasing Ex Works, provided such surcharges are disclosed in Company’s written order confirmation, sales order, updated quote or otherwise in writing sent to Buyer and apply only to the affected order. Company reserves the right to adjust pricing for Orders not yet shipped to reflect material increases in raw material, freight, labor, tariff, or governmental compliance costs occurring after quotation.

    2. Submission and Acceptance of Orders. Orders may be placed by submitting a purchase order, sales order or other written request to order Products in response to a quote provided by Company, or by any other method agreed upon between you and Company, including verbally or by electronic mail (each such order, an “Order”). Orders are accepted only by Company's written confirmation. Any Order submitted by Buyer after receipt of a quotation referencing these Terms and Conditions constitutes Buyer's acceptance of these Terms and Conditions.

  3. Payment Terms

    1. Payment Terms. Unless otherwise agreed in writing between Company and Buyer, Buyer agrees to pay all invoices within 15 days of Company’s issuance of such invoice. Notwithstanding the foregoing, in Company’s sole discretion, Company may require one or more up-front payment or deposits to be placed prior to any Order being filled and/or shipped. Buyer shall not withhold, set off, or recoup against amounts due to Company.

    2. Late Payments. Amounts past due are subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. Upon any late payment, Company may (i) accelerate all amounts due to Company; (ii) suspend or cancel current or future orders; and/or (iii) require prepayment or other security, upon written notice to Buyer. Buyer shall indemnify Company for any amounts accrued in connection with the collection of any unpaid amounts or late payments.

  4. Shipping Terms.

    1. Delivery. Company will deliver the Products to the Buyer at the location identified in the Order (or a mutually agreeable location if no location is identified in the Order). Delivery dates are estimates only; Company is not liable for delay.

    2. Shipping Terms. Unless otherwise indicated on the quote provided by Company, the Products shipments are FOB Company’s designated port of shipment in China (INCOTERMS 2020). If you elect to purchase FOB (INCOTERMS 2020), Company may arrange for transportation of goods for your convenience. Regardless of whether Company arranges for transportation, title to Products shall pass to Buyer upon Company's receipt of full payment for the applicable Products. Risk of loss shall pass as provided by the applicable INCOTERM. Company assumes no liability for damage, loss, or delay in transit. Buyer remains solely responsible for export formalities, import clearance, duties, taxes, and compliance with applicable laws in the country of destination. Any invoiced shipping charges are a pass-through cost and do not alter the delivery terms. Until Company receives payment in full, Company retains a purchase money security interest in the Products to the maximum extent permitted by applicable law.

  5. Acceptance of Products, Cancellations, and Returns

    1. Cancellation of orders. All Orders are final and Buyer may not cancel any Order except as permitted by Company and documented in writing. Any such permitted cancellation is at Company’s sole discretion.

    2. Acceptance and rejection of orders. Buyer shall inspect the Products promptly upon receipt. Buyer must notify Company of any discrepancy in shipment quantity or failure to satisfy specifications provided to Buyer by Company within five days of Buyer's receipt of shipment. Failure to notify Company within such time constitutes acceptance by Buyer. Buyer may only reject Products for (i) breach of express product warranties given by Company or (ii) if the Products are in material non-conformance to specifications agreed to by the parties. Claims for visible shipping damage must be noted with the carrier upon delivery and reported to Company within five (5) days after receipt.

    3. Returns. Except for Products that are defective or nonconforming and for which Buyer has timely provided notice in accordance with these Terms and Conditions, all sales are final. Company does not accept returns or exchanges without Company’s prior written consent. Any exception made by Company is a one-time accommodation and does not constitute a waiver of this policy or establish any obligation to permit future returns.

  6. Representations and Warranties; Compliance with Law

    1. Buyer Representations and Warranties. Buyer represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its place of origin and that it has the full legal right, power, and authority to enter into any transaction contemplated for hereby without violating these Terms and Conditions, any applicable federal, state, or local law, rule or regulation, and/or any agreement with, or rights of, any third party.

    2. Product Warranty. Company warrants that Products will materially conform to Company's written specifications, if any, for a period of 30 days following delivery. If any Products are found to be materially non-conforming and such material non-conformity is caused by Company, at Company's option, Company may repair, provide a replacement, or a refund of the purchase price paid for the affected Product. This Section 6(b) states Buyer's sole and exclusive remedy, and Company's sole obligation, for any defective and non-conforming Products.

    3. Compliance with Law. Buyer represents and warrants that it (a) holds, and will maintain, all licenses required to conduct its business lawfully, and (b) is, and will remain, in compliance with all applicable federal, state, and local laws and regulations. If Buyer is a reseller or distributor of Company Products, it represents and warrants it has established controls designed to reasonably ensure that its customers (i) hold, and will maintain, all licenses required to conduct their businesses lawfully, and (ii) operate in compliance with all applicable federal, state and local laws and regulations.

    4. Buyer Responsibilities. Buyer is solely responsible for (i) compliance with applicable federal, state, and local laws and regulations and (ii) determining whether the Products are suitable for Buyer's intended application and for compliance with all labeling, packaging, product safety, and regulatory requirements applicable to Buyer's products and business. Company is not responsible for your compliance with applicable federal, state, and local laws and regulations, and shall not be liable for Buyer's noncompliance for any reason.

    5. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, THE PRODUCTS ARE SOLD ‘AS IS’ WITHOUT WARRANTIES OF ANY KIND AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY, DIRECTLY OR INDIRECTLY, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

  7. Intellectual Property & Publicity

    1. No License or Grant of Rights. No rights or licenses to Company intellectual property or Product intellectual property and the rights therein are granted by these Terms and Conditions or the sale of the Products. Company publications or documentation regarding, accompanying, or contained in any Product may not be reproduced, in whole or in part, in any form or by any means, or used to make any derivative work without Company's prior written consent.

    2. Publicity. Buyer grants Company a limited, revocable, non-exclusive right and license to use Buyer's name and corporate logo for promotional and marketing purposes on its website and other marketing collateral listing Buyer as a client of Company. Any marketing or promotional use of Buyer beyond the use of Buyer's name and corporate logo by Company will require the prior written agreement of Buyer. Buyer may revoke this license by providing written notice to Company and Company shall use commercially reasonable efforts to promptly remove all uses; provided that the licenses granted herein shall continue for any published or printed lists made prior to such revocation by Buyer.

  8. Limitation of Liability. COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS OR BUSINESS INTERRUPTION, RELATED TO OR ARISING IN ANY WAY OUT OF THESE TERMS AND CONDITIONS, THE PRODUCTS, OR TRANSACTIONS CONTEMPLATED HEREBY, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, THE PRODUCTS, OR TRANSACTIONS CONTEMPLATED HEREBY SHALL NOT EXCEED THE AMOUNTS PAID FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM. THIS LIMITATION SHALL NOT APPLY IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY COMPANY.

  9. Indemnification. Buyer shall indemnify, defend, and hold harmless Company and its affiliates from and against any and all claims, losses, damages, liabilities, judgments, and fees and expenses related thereto (including, without limitation, reasonable attorneys' fees) related to or arising from (i) Buyer’s use, resale, or distribution of the Products; (ii) Buyer’s breach of these Terms and Conditions; (iii) Buyer specifications, modifications, or misuse; or (iv) Buyer’s noncompliance with applicable federal, state, and/or local laws. Company may , at its option, assume the exclusive defense and control of any matter otherwise subject to indemnification by Buyer, and Buyer shall not in any event settle or otherwise dispose of any such matter without Company's prior written consent.

  10. Governing Law and Dispute Resolution

    1. Governing Law. These Terms and Conditions, as well as all transactions between you and Company, shall be governed by the law of the Commonwealth of Massachusetts without reference to or application of conflict-of-laws principles or to the United Nations Convention on Contracts for the International Sale of Goods, which is hereby specifically disclaimed.

    2. Venue. You submit to the exclusive jurisdiction of the state and federal courts located in Massachusetts for all actions arising out of or related to your relationship and transaction(s) with Company, the Products, and these Terms and Conditions.

    3. Time Limitation. Any claim or cause of action arising out of or related to these Terms and Conditions and the transactions contemplated hereby must be filed within one year after such claim or cause of action arises, regardless of any federal, state, or local law to the contrary. Any claim not filed within the one year period shall be forever barred. In addition, no claim relating to alleged Product defects or non-conformity may be brought unless Company receives written notice within 30 days after discovery of the alleged defect and in no event later than one year after delivery.

    4. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS AND THE TRANSACTIONS CONTEMPLATED HEREBY.

    5. Attorneys' Fees and Collection Costs. If Company commences a legal proceeding arising out of relating to your relationship and transactions with Company, the Products, or these Terms and Conditions, including a suit to collect moneys owed to Company, the prevailing party shall be entitled to all fees and costs of such proceedings including, without limitation, actual attorneys' fees and the fees of professional advisors and consultants engaged in support of such proceedings. Additionally, Company shall be entitled to recover all reasonable costs of collection for non-payment of amounts owed to Company.

  11. Notices and Electronic Communications

    1. Notice. All notices must be in writing and delivered by personal delivery, reputable overnight courier, or certified mail (return receipt) to Company at:

Elite Coil Technologies

58 Norfolke Ave, Unit 5, South Easton, MA 02375

sales@elitecoil.com

  1. Electronic Communications. Buyer agrees that quotations, acknowledgments, invoices, notices, and other communications may be transmitted electronically and that electronic communications satisfy any requirement that such communications be in writing.

  1. Miscellaneous

    1. Force Majeure. Except with respect to Buyer’s payment obligations, neither you nor Company shall be liable for delay or failure to perform these Terms and Conditions caused by events beyond the non-performing party's reasonable control, that is not the fault of such party. Such causes shall include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war, pandemic, economic sanctions, civil disturbance, strikes or other labor unrest, embargoes, disruption of manufacturing or suppliers, tariffs, and other governmental actions or regulations that would prohibit the non-performing party from ordering or furnishing Products or from performing any other aspects of the obligations hereunder. The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate and resume performance.

    2. Entire Agreement; Severability. These Terms and Conditions shall not be modified or amended, except (i) in a written agreement signed by you and Company, or (ii) Company’s prospective updates as contemplated in Section 1(b). If any provision of these Terms and Conditions shall be held void, voidable, invalid or inoperative, no other provision hereof shall be affected as a result, and accordingly, the remaining provisions shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein; provided, however, that if such void, voidable, invalid or inoperative provision is a material term or condition, the invalid provision shall be modified and enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

    3. Assignment. Buyer may not assign any of its rights or transfer any of its obligations under these Terms and Conditions without the prior written consent of Company, except to a successor in connection with a merger, reorganization, or sale of all or substantially all assets, provided the successor assumes all obligations. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Buyer of any of its obligations hereunder.

    4. No Waiver. The failure of you or Company to enforce its rights under these Terms and Conditions at any time and for any period shall not be construed as a waiver of such rights.