Terms and Conditions of Sale

Peerless > Terms and Conditions of Sale

Effective Date: September 13, 2026

These Terms and Conditions of Sale (“Terms”) apply to all products and services sold by Peerless Mill Supply Co., Inc. (“Peerless, Inc.”) (“Seller”) to its customers (“Buyer”).

1. TERMS OF SALE; ACCEPTANCE

Seller acknowledges receipt of Buyer’s purchase order through the Sales Order Acknowledgment received by Buyer upon submission of a purchase order (the “Sales Order Acknowledgment”). By submitting a purchase order, whether written or oral, Buyer accepts these Terms and agrees to be bound by them. In the event of any conflict between the terms contained in Buyer’s purchase order and these Terms, the Terms shall control.

2. PRICES; PAYMENT; TAXES

Prices are as stated in Seller’s Sales Order Acknowledgment. Freight terms shall be as stated in Seller’s Sales Order Acknowledgment. If no freight terms are stated, shipment shall be made freight collect using Buyer’s carrier account or other shipping arrangements acceptable to Seller.

Payment is due in accordance with the payment terms stated in Seller’s Sales Order Acknowledgment or invoice. Seller may establish, modify or withdraw credit terms based upon Buyer’s creditworthiness and payment history.

Buyer is responsible for all applicable sales, use, excise, value-added and similar taxes, duties, tariffs, customs charges, brokerage fees, insurance and other governmental or third-party charges associated with the purchase, shipment, export, import or use of the products, other than taxes imposed upon Seller’s net income, except to the extent expressly included by Seller in the Sales Order Acknowledgment.

Past-due balances may accrue a service charge at the lesser of 1.5% per month or the maximum amount permitted by applicable law. Buyer shall be responsible for Seller’s reasonable costs of collecting delinquent amounts, including reasonable attorneys’ fees, to the extent permitted by law.

Seller may suspend performance, withhold shipment or modify or revoke credit terms if Buyer fails to make payment when due or Seller reasonably determines that Buyer’s financial condition or creditworthiness has materially deteriorated.

3. DELIVERY; TITLE; RISK OF LOSS

Delivery and shipment dates are estimates. Seller shall not be liable for delays in manufacture, procurement, shipment or delivery.

Unless otherwise stated in Seller’s Sales Order Acknowledgment, domestic shipments are FOB Seller’s shipping point. Title and risk of loss pass to Buyer upon delivery of the products to the carrier, subject to applicable law.

International shipments shall be governed by the Incoterm identified in Seller’s Sales Order Acknowledgment and interpreted in accordance with Incoterms® 2020. If no Incoterm is stated, shipment shall be EXW Seller’s facility (Incoterms® 2020) to the extent permitted by applicable law.

Seller may make partial shipments and invoice each shipment separately.

4. INSPECTION AND CLAIMS

Buyer shall inspect all products promptly upon receipt.

Claims involving shortages, shipping discrepancies, incorrect products or defects reasonably discoverable upon inspection must be submitted to Seller in writing within ten (10) business days after delivery.

Failure to provide timely written notice constitutes acceptance of the products with respect to conditions reasonably discoverable upon inspection.

Claims involving concealed or latent defects remain subject to the applicable product warranty.

Buyer shall preserve any product that is the subject of a claim and provide Seller a reasonable opportunity to inspect it.

5. RETURNS

No product may be returned without Seller’s prior written authorization and issuance of a Return Material Authorization (“RMA”).

Requests for return must be made within thirty (30) days after delivery, or such shorter period as may be required by the applicable manufacturer or stated in Seller’s Sales Order Acknowledgment.

To qualify for return, products must be unused, uninstalled, undamaged, unmodified, free of contamination, in resalable condition and, where applicable, in their original packaging.

Unless the return results from an error by Seller or an approved warranty claim:

  • Buyer is responsible for return freight and risk of loss;
  • Authorized returns may be subject to restocking, inspection, testing, repackaging, refurbishment, freight, manufacturer-imposed or other reasonable charges incurred by Seller. Seller reserves the right to determine whether a product is eligible for return and the amount of any credit to be issued; and
  • Seller may deduct inspection, testing, repackaging, refurbishment and manufacturer-imposed restocking charges from any credit.

Seller reserves the right to inspect all returned products before issuing credit.

The following products are non-returnable, except in connection with a valid warranty claim:

  • custom-fabricated, machined, welded or assembled products;
  • products cut, altered or manufactured to Buyer’s specifications;
  • special-order or non-stock products;
  • products designated as non-cancelable/non-returnable (“NCNR”);
  • products that Seller’s supplier or manufacturer will not accept for return;
  • installed, used, damaged, modified or contaminated products; and
  • products that cannot reasonably be resold as new.

Issuance of an RMA does not constitute acceptance of Buyer’s claim or confirmation that credit will be issued.

6. CANCELLATION AND CHANGES

After Buyer receives a Sales Order Acknowledgment, the order may not be canceled or changed without Seller’s written consent, which may be withheld in its sole and absolute discretion.

If Seller permits cancellation or modification, Buyer shall be responsible for costs incurred by Seller in connection with the order, including completed products, work in process, raw materials, components, non-cancelable supplier commitments, engineering, tooling, setup and reasonable administrative costs.

Custom-fabricated, modified, special-order and NCNR products may not be canceled after procurement or production has begun unless Seller expressly agrees otherwise.

7. PRODUCT SPECIFICATIONS AND BUYER RESPONSIBILITY

Products will be supplied in substantial accordance with specifications expressly accepted by Seller, subject to customary manufacturing and commercial tolerances.

Catalogs, drawings, dimensions, photographs, samples, technical data, website information and recommendations are provided for general informational purposes unless expressly incorporated into Seller’s Sales Order Acknowledgment as a guaranteed specification.

Seller makes no representations or warranties regarding the suitability of all products for Buyer’s intended application.

Because Seller’s products may be used in systems involving pressure, temperature, vacuum, steam, gases, chemicals, corrosive or hazardous media and other demanding process conditions, Buyer is solely responsible for determining appropriate product selection, materials of construction, pressure and temperature ratings, chemical compatibility, system design, installation requirements and compliance with applicable codes and regulations.

Seller may provide technical information or recommendations as a convenience to Buyer. Such information does not constitute engineering services and does not relieve Buyer, its engineers, contractors or end users of responsibility for final product selection, system design, installation and operation.

Buyer shall not operate products beyond applicable published or agreed ratings.

Buyer shall indemnify, defend and hold harmless Seller and its officers, directors, employees, agents, suppliers and affiliates from and against any and all claims, demands, losses, liabilities, damages, penalties, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Buyer’s selection, use, installation, integration, resale or modification of products; Buyer-provided designs, specifications, materials or components; (b) Buyer’s breach of these Terms; or (c) any claim by Buyer’s customers, end users or other third parties, except to the extent caused by Seller’s sole negligence or willful misconduct.

8. BUYER-SUPPLIED DESIGNS AND SPECIFICATIONS

When Seller manufactures, fabricates, modifies or assembles products according to drawings, specifications, bills of material, dimensions or other information provided by Buyer, Seller is entitled to rely upon the accuracy and completeness of that information.

Seller is not responsible for defects, incompatibility, performance issues or other problems resulting from Buyer-provided designs or specifications.

Buyer shall be responsible for ensuring that Buyer-provided designs and specifications do not infringe third-party intellectual property rights.

9. LIMITED WARRANTY

Products manufactured by third parties are subject solely to the applicable manufacturer’s warranty, if any. To the extent permitted and transferable, Seller will make available to Buyer the benefit of any applicable manufacturer’s warranty.

Products fabricated, modified or assembled by Seller are warranted only as expressly stated in Seller’s Sales Order Acknowledgment or other written warranty applicable to the particular products. Seller makes no warranty regarding defects or failures resulting from Buyer-supplied specifications, materials or components, product selection, system design, installation, application, operating conditions, misuse, normal wear, corrosion, erosion, chemical incompatibility or other conditions outside Seller’s control.

Exclusive Remedy

For a product determined by Seller to be covered by an applicable warranty, Seller’s obligation shall be limited, at Seller’s option, to:

  1. repair of the nonconforming product;
  2. replacement of the nonconforming product; or
  3. refund or credit of the purchase price paid to Seller for the nonconforming product.

These remedies are Buyer’s exclusive remedies for breach of warranty.

Seller shall not be responsible for removal, field labor, decontamination, disassembly, installation, reinstallation, system testing, downtime, travel or similar costs.

This warranty does not apply to failures or damage resulting from normal wear, corrosion, erosion, cavitation, chemical attack, improper material selection, improper installation, improper storage or maintenance, accident, abuse, modification, contamination, operation beyond rated conditions, system design, or other conditions outside Seller’s reasonable control.

10. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN OR IN SELLER’S APPLICABLE WRITTEN PRODUCT WARRANTY, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

SELLER MAKES NO WARRANTY THAT ANY PRODUCT IS SUITABLE FOR BUYER’S PARTICULAR PROCESS, APPLICATION, MEDIA OR OPERATING CONDITIONS. BUYER ASSUMES RESPONSIBILITY FOR PRODUCT SELECTION AND FOR THE RESULTS OF THE USE OF PRODUCTS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS, MATERIALS OR SUBSTANCES.

No employee, representative or agent of Seller is authorized to make any warranty or representation inconsistent with these Terms unless expressly approved in writing by an authorized representative of Seller.

11. LIMITATION OF LIABILITY

SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO ANY PRODUCT, ORDER OR SALE SHALL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, PRODUCTION, PRODUCT, USE OR BUSINESS OPPORTUNITY; PLANT OR PROCESS DOWNTIME; COST OF SUBSTITUTE PRODUCTS OR SERVICES; OR CLAIMS OF BUYER’S CUSTOMERS OR OTHER THIRD PARTIES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE.

These limitations apply to the fullest extent permitted by applicable law.

12. FORCE MAJEURE

Seller shall not be liable for delay or failure to perform resulting from circumstances beyond Seller’s reasonable control, including natural disasters, fire, flood, severe weather, war, terrorism, civil disturbance, epidemic or pandemic, governmental action, embargoes, sanctions, export restrictions, labor disputes, shortages of labor, raw materials or components, supplier failures, transportation interruptions, port congestion, utility failures, cyber incidents or other comparable events.

Seller’s performance period shall be extended for the duration of such event and a reasonable recovery period.

Seller may reasonably allocate available inventory, materials and production capacity among its customers during periods of shortage.

13. COMPLIANCE WITH LAWS; EXPORT CONTROLS

Buyer is responsible for compliance with laws and regulations applicable to Buyer’s purchase, installation, integration, resale, export, import and use of products.

Products and technical information supplied by Seller may be subject to United States export-control and economic-sanctions laws and regulations.

Buyer shall not export, reexport, transfer, divert, sell or otherwise dispose of products or technical information in violation of applicable law and shall provide Seller with reasonable information concerning destination, end user and intended end use upon request.

Seller may suspend, refuse or cancel a transaction without liability if Seller reasonably believes the transaction could violate applicable export-control, sanctions or other trade laws or if a required governmental authorization cannot be obtained.

14. INTELLECTUAL PROPERTY

Seller retains all rights in its preexisting intellectual property, manufacturing methods, know-how, designs, drawings, processes, software, tooling concepts and proprietary technical information.

The sale of a product does not transfer ownership of Seller’s intellectual property except as expressly agreed in writing.

Buyer shall not use Seller’s proprietary drawings, designs or technical information to manufacture or procure products from another source without Seller’s written authorization.

15. CREDIT AND DEFAULT

If Buyer fails to make payment when due, becomes insolvent, files or has filed against it a bankruptcy or similar proceeding, or Seller reasonably believes Buyer may be unable to perform its obligations, Seller may, in addition to any other available remedies:

  • suspend further performance;
  • withhold shipments;
  • require payment in advance or other security;
  • cancel unshipped orders; and
  • declare amounts owed to Seller immediately due and payable to the extent permitted by law.

Seller’s exercise of one remedy does not waive any other remedy available to Seller.

16. GOVERNING LAW; JURISDICTION

These Terms and all sales between Seller and Buyer shall be governed by the laws of the State of New York, United States of America, without regard to conflict-of-laws principles.

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

Any action or proceeding arising out of or relating to a sale by Seller may only be brought in the state or federal courts located in Erie County, New York, and Buyer consents to the exclusive jurisdiction and venue of such courts.

TO THE EXTENT PERMITTED BY LAW, BUYER AND SELLER EACH WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO A SALE OR THESE TERMS.

17. MISCELLANEOUS

Buyer may not assign an order or its rights or obligations relating to a sale without Seller’s prior written consent.

Seller’s failure to enforce any provision of these Terms shall not constitute a waiver.

If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain in effect, and the affected provision shall be enforced to the maximum extent permitted by law.

Seller may revise these Terms from time to time. Any revision shall apply only to transactions for which Seller issues a Sales Order Acknowledgment incorporating the revised Terms after the effective date of the revision.

Seller’s Sales Order Acknowledgment and these Terms constitute the agreement between Seller and Buyer regarding the applicable sale and supersede inconsistent prior or contemporaneous communications concerning that sale, except for a separate written agreement signed by authorized representatives of both parties.