Standard Terms and Conditions of Sale
This is a dated, published version. Quotations and orders that reference
version 2026-09 are governed by the text on this page, which
will not be altered. Later revisions are published at their own addresses.
THINK-PLC, LLC’S TERMS AND CONDITIONS
SECTION 1: INVOICES AND PAYMENT NET 30
At COMPANY’S sole discretion, COMPANY will either provide PURCHASER with periodic invoices or one invoice
at the completion of any purchase order or the provision of labor and/or materials. Payment of an invoice is due within
thirty days of the date of the invoice. If PURCHASER fails to fully pay COMPANY within thirty days of the date of
an invoice, then interest will begin to accrue on the unpaid portion of the invoice at the rate of 1.5% per month, unless
a lower interest rate is required by law. COMPANY and PURCHASER agree that repairs or modifications do not
entitle PURCHASER to withhold payment of an invoice.
SECTION 2: SCOPE OF WORK The scope of labor or materials to be provided by COMPANY to PURCHASER, and the cost thereof, will be set forth in a written purchaser order or other communication issued or approved by PURCHASER, which shall be accepted or rejected by COMPANY in its sole discretion. Requests for labor and/or materials not included in a purchase order will be accepted by COMPANY at its sole discretion and billed in accordance with COMPANY’S then existing rates. PURCHASER’S failure to issue a written change order for a purchase order or other provision of labor and/or materials shall not preclude COMPANY from billing PURCHASER for the same. Any delivery date included upon a purchase order or other request for the provision of labor and/or materials is not binding upon COMPANY. COMPANY and PURCHASER agree and acknowledge that any delivery date is an estimate and a request by PURCHASER that COMPANY will make reasonable efforts to fulfill. COMPANY’S failure to complete a purchase order or other request for the provision of labor and/or materials by the delivery date is not a breach or default of these terms and conditions or any purchase order or other request for the provision of labor and materials and does not entitle PURCHASER to terminate the same.
SECTION 3: PREORDERED PRODUCT Once COMPANY purchases a product for use on PURCHASER’S behalf, PURCHASER is required to pay the cost of the product and COMPANY’S 15% fee, even if PURCHASER elects not to use the product or otherwise cancels all or a portion of the project requiring the purchased product.
SECTION 4: DELIVERY AND SHIPPING COMPANY shall deliver any goods purchased by PURCHASER. PURCHASER shall bear the cost of freight, insurance, and any delivery costs. All items shipped by COMPANY or items shipped directly from manufacturer or supplier at instruction of COMPANY to PURCHASER shall be Free on Board (FOB) origin.
SECTION 5: DISCLAIMER OF WARRANTIES Only the original manufacturer warrants any products sold by COMPANY to PURCHASER. COMPANY provides no warranty for products sold to PURCHASER, and COMPANY shall have no liability for products sold to PURCHASER, whether as components or as entire products. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. COMPANY is not responsible for any modifications, alterations, or changes made to any equipment in PURCHASER’S possession, by PURCHASER or any third party, for which PURCHASER requests COMPANY to provide labor and/or materials. In addition, PURCHASER accepts and acknowledges that COMPANY cannot and does not guarantee that it will be able to successfully repair or complete a request for labor, and that COMPANY is still entitled for payment for labor and/or materials expended in attempting to complete the purchase order or labor and/or materials requested by PURCHASER.
SECTION 6: SAFETY PURCHASER shall perform and provide all necessary precautionary measures to adequately protect COMPANY’S property and personnel and the labor and/or materials of other persons or entities performing labor or providing material at any location owned or leased by PURCHASER. PURCHASER shall be liable for any loss or damage to any property or person associated with the COMPANY, or to any equipment and materials at any location owned or leased by PURCHASER, caused by PURCHASER or PURCHASER’S agents, employees, or guests. PURCHASER agrees to provide a safe and secure working environment for COMPANY and its employees and personnel and to strictly observe all state and U.S. Occupational Safety and Health Administration (OSHA) safety requirements. PURCHASER shall retain sole responsibility, to the fullest extent permitted by law, for the safety of its employees in performance of PURCHASER’S work and for performing such work in accordance with all laws, rules and regulations. By providing labor and/or materials, COMPANY does not create any joint responsibility with PURCHASER for the safety of PURCHASER’S employees. PURCHASER agrees to comply with all federal and state laws, codes and regulations, and all local and municipal ordinances and regulations effective where COMPANY supplies any labor and/or materials, and to pay all costs and expenses attributable to such compliance, to pay all fees, licenses, permits, deposits and taxes, including sales and use taxes, and also to pay all taxes imposed by any local or state or federal law due to any applicable tax laws, social security acts, employment insurance acts, unemployment compensation statutes, workers’ compensation acts, pensions, benefit trust funds, old age retirement funds or any similar authority insofar as applicable to the performance of COMPANY’S obligations, and to hold COMPANY harmless from any and all loss or damage occasioned by the failure of PURCHASER to comply with the terms herein.
SECTION 7: INSURANCE AND INDEMNIFICATION PURCHASER agrees to provide and maintain insurance coverage covering (i) any location owned or leased by PURCHASER where COMPANY will provide labor or materials, and (ii) the work performed by COMPANY. PURCHASER agrees that PURCHASER’S insurance is primary, non-contributory, and PURCHASER waives any right of subrogation against COMPANY and COMPANY’S insurance provider. Any labor or materials provided to PURCHASER done at any location owned or leased by PURCHASER or off-site location in preparation of the delivery to the project location shall be at the risk of PURCHASER exclusively. PURCHASER shall, with respect to all the work that COMPANY performs on PURCHASER’S behalf, indemnify, defend, and hold COMPANY, and its agents and employees, harmless from and against all of the following to the fullest extent permitted by law: 1. Any claim, liability, loss, damage, cost, expense, costs of defense including reasonable attorneys’ fees, awards, fines, or judgments, provided that said loss arises from death or bodily injury, illness, disease, or damage to or destruction of property, or other loss, damage or expense, including any of the same resulting from the alleged or actual negligent act or omission, regardless of whether such act or omission is active or passive, by PURCHASER or its agents, employees, or anyone else for whose acts PURCHASER may be liable. 2. Any claim, liability, loss, damage, cost, expense, costs of defense including reasonable attorneys’ fees, awards, fines, or judgments arising by reason of any obligation or indemnity which COMPANY has to a purchaser or user of the completed project. 3. It is expressly acknowledged and agreed that each of the foregoing indemnities is independent, and that both shall be given effect. However, PURCHASER shall not be obligated under this agreement to indemnify COMPANY with respect to the sole negligence or willful misconduct of COMPANY, its agents or employees. PURCHASER shall indemnify and hold COMPANY harmless against all liability for claims arising out of the labor performed, the materials used or furnished to be used in performing the project(s) for PURCHASER, or the completed project (including but not limited to any claims for negligence, personal injury, property damage, violation of trademarks, copyrights, or patents), including any costs and expenses for attorneys’ fees and all incidental and consequential damages resulting to COMPANY from such claims. In the event that legal action or other proceeding is brought on such claim, PURCHASER shall defend said suit at its own expense, and will pay and satisfy any such lien or judgment as may be established by the decision of the court, arbitrator, or other reviewing authority in said suit. PURCHASER’S indemnity obligations herein shall not be limited in any way by the limits or other terms or conditions of any insurance coverage obtained by PURCHASER, nor by any limitation on the amount or type of damages, nor for benefits or damages payable under workers’ compensation, disability benefit, or other employee benefit statutes, regulations, or ordinances.
SECTION 8: ENFORCEABILITY If any one or more provisions of the terms and conditions herein shall be found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 9: WAIVER COMPANY’S failure to exercise, in whole or in part, or delay in exercising any right herein shall not preclude COMPANY’S future exercise of the same right or the exercise of any other right herein.
SECTION 10: INDEPENDENT COMPANIES Nothing herein shall be construed to create any partnership, joint venture, or agency relationship of any kind between COMPANY and PURCHASER. Except as expressly set forth herein, neither party has any authority to assume or create any obligations on behalf of or in the name of the other party, or to bind the other party to any agreement or undertaking with any third party.
SECTION 11: INTELLECTUAL PROPERTY/CONFIDENTIAL INFORMATION COMPANY and PURCHASER acknowledge and agree that in the course of COMPANY providing labor and/or materials to PURCHASER, PURCHASER will be exposed to COMPANY’S confidential information. Such confidential information includes, but is not limited to: drawings, schematics, designs, diagrams, layouts, plans, prototypes, specifications, engineering, coding, software, and financial information. PURCHASER agrees that it may not disclose, share, disseminate, or otherwise transmit any confidential information to any third-party absent COMPANY’S written consent from COMPANY’S President. PURCHASER acknowledges and agrees that all confidential information provided by COMPANY is the sole property of COMPANY and that none of the confidential information is a “work made for hire” as defined under the Copyright Act of 1976, as amended, or under North Carolina law. COMPANY will retain all rights, title, and interest in and to any intellectual property, including copyrights, patents, trade secrets, and other proprietary rights created by COMPANY in the provision of its labor and/or materials. Nothing in these terms and conditions will be construed as transferring or assigning any intellectual property rights to PURCHASER. All rights not expressly granted to PURCHASER in these terms and conditions are reserved by COMPANY. PURCHASER acknowledges and agrees that its use of COMPANY’S intellectual property is a non-exclusive, non transferable, and revocable license and that such license is limited to use for fulfilling COMPANY’S obligations under any purchase order or other provision of labor and/or materials.
SECTION 12: GOVERNING LAW/VENUE These terms and conditions and any purchase order or provision of labor and/or materials by COMPANY shall be governed by the law of the State of North Carolina without reference to its conflicts of law principles. PURCHASER acknowledges and agrees that any dispute arising out of or related to these terms and conditions or any purchase order or provision of labor and/or materials shall be litigated solely and exclusively in the North Carolina General Courts of Justice in Davidson County. PURCHASER expressly waives any defense of lack of personal jurisdiction or improper venue to any action brought by COMPANY in the North Carolina General Courts of Justice in Davidson County, North Carolina.
SECTION 13: DAMAGES FOR BREACH PURCHASER agrees to pay COMPANY’S reasonable attorneys’ fees in the event that it is necessary for COMPANY to engage an attorney in the collection of sums owed by PURCHASER as a result of any purchase order or for the provision of labor and/or materials. PURCHASER acknowledges that COMPANY will charge a processing fee for all returned checks pursuant to North Carolina General Statute §25-3-506. In the event that PURCHASER breaches these terms and conditions or any purchase order or provision of labor and/or materials, whether such breach is material or immaterial, COMPANY is entitled to recover its actual damages, its consequential damages, its incidental damages, punitive damages, interest, and attorneys’ fees and costs from PURCHASER and any other damages that COMPANY is entitled to under statute, law, or in equity. PURCHASER further agrees that if any judgment is entered against it, that the judgment shall bear interest at the rate of 1.5% per month until satisfied, unless a lower interest rate is required by law. PURCHASER agrees that in the event that COMPANY breaches these terms or conditions or any purchase order or provision of labor and/or materials, whether such breach is material or immaterial, PURCHASER specifically agrees that COMPANY is not liable to PURCHASER for any incidental damages, consequential damages, punitive damages, attorneys’ fees, costs, or interest including any post-judgment interest.
SECTION 14: ENTIRE BINDING AGREEMENT In the event of any conflict between these terms and conditions and any terms and conditions set forth by PURCHASER in a future purchase order or communication, these terms and conditions herein will prevail and control and any different or conflicting terms provided by PURCHASER are, and will be, rejected. All future purchase orders and other provision of labor and/or materials provided by COMPANY is subject to and dependent upon the application of these terms and conditions, which are incorporated in by reference into any purchase order or communication occurring after these terms and conditions become effective. COMPANY and PURCHASER acknowledge that these terms and conditions supersede any prior agreements, understandings, or contracts on the subject matter herein. Accordingly, these terms and conditions constitute the entire, complete, and integrated agreement between PURCHASER and COMPANY on the subject matter herein. COMPANY and PURCHASER agree that there are no other warranties, representations, inducements, terms, or agreements beyond what appears herein. COMPANY and PURCHASER agree that these terms and conditions may not be amended except in a writing signed by PURCHASER and COMPANY. Furthermore, COMPANY and PURCHASER acknowledge and agree that these terms and conditions are binding contractual provisions intended to govern their obligations and benefits on the topics identified herein.
SECTION 15: FORCE MAJEURE Neither COMPANY nor PURCHASER shall be liable or responsible to the other, nor be deemed to have defaulted under or breached a purchase order or other request for the provision of labor and/or materials, for any failure or delay in fulfilling or performing any term of a purchaser order or other request for the provision of labor and/or materials (except for any obligations to make any payments owed to COMPANY) when and to the extent such failure or delay is caused by or results from acts beyond PURCHASER or COMPANY’S reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”) that frustrates the purpose of a purchase order or other provision of labor and/or materials: (a) acts of God; (b) flood, fire, hurricane, tornado, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the effective date of these terms and conditions; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages, or slowdowns or other industrial disturbances; (i) epidemic, pandemic, or similar influenza or bacterial infection (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (j) emergency state; (k) shortage of adequate medical supplies and equipment; (l) shortage of power or transportation facilities; and (m) other similar events beyond the reasonable control of COMPANY or PURCHASER. The affected party shall use commercially reasonable efforts to avoid or minimize the effects of the Force Majeure Event(s) and continue the performance of its obligations to the extent possible. The affected party shall resume performance as soon as reasonably practicable after the removal of the Force Majeure Event. The unaffected party may suspend performance of its corresponding obligations during this period. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate a purchase order or other request for provision of labor and/or materials upon written notice to the other party, without liability or penalty, but PURCHASER shall pay COMPANY as set forth in Section 16. In the event that tariffs, or other government actions affect pricing of materials, COMPANY and PURCHASER will work together to revise the price terms of any purchase order or other request for the provision of labor and/or materials. In the event that they cannot agree upon revised price terms, then either party may terminate the affected purchase or other request for labor and/or materials, without liability or penalty, but PURCHASER shall pay COMPANY as set forth in Section 16.
SECTION 16: TERMINATION COMPANY may in its sole discretion elect to terminate a purchase order and cease proving labor and/or materials should PURCHASER breach a material provision of these terms and conditions. A material breach by PURCHASER includes, but is not limited to: nonpayment, PURCHASER filing for bankruptcy, the appointment of a receiver for PURCHASER, or PURCHASER ceasing to operate as a business. If PURCHASER contends that COMPANY materially breached a purchase order, then PURCHASER must give COMPANY written notice of the alleged material breach, as set forth herein, and afford COMPANY ten (10) days to cure the alleged material breach before PURCHASER may terminate a purchase order or the provision of labor and/or materials. In the event of the termination of any purchase order or the provision of labor and/or materials, COMPANY shall invoice PURCHASER for all labor expended and materials provided or ordered and COMPANY shall pay for the same, but the invoice for the cancelled labor and/or materials shall not exceed the amount of the purchase order or other request for the provision of labor and/or materials plus any additional changes or modifications.
SECTION 2: SCOPE OF WORK The scope of labor or materials to be provided by COMPANY to PURCHASER, and the cost thereof, will be set forth in a written purchaser order or other communication issued or approved by PURCHASER, which shall be accepted or rejected by COMPANY in its sole discretion. Requests for labor and/or materials not included in a purchase order will be accepted by COMPANY at its sole discretion and billed in accordance with COMPANY’S then existing rates. PURCHASER’S failure to issue a written change order for a purchase order or other provision of labor and/or materials shall not preclude COMPANY from billing PURCHASER for the same. Any delivery date included upon a purchase order or other request for the provision of labor and/or materials is not binding upon COMPANY. COMPANY and PURCHASER agree and acknowledge that any delivery date is an estimate and a request by PURCHASER that COMPANY will make reasonable efforts to fulfill. COMPANY’S failure to complete a purchase order or other request for the provision of labor and/or materials by the delivery date is not a breach or default of these terms and conditions or any purchase order or other request for the provision of labor and materials and does not entitle PURCHASER to terminate the same.
SECTION 3: PREORDERED PRODUCT Once COMPANY purchases a product for use on PURCHASER’S behalf, PURCHASER is required to pay the cost of the product and COMPANY’S 15% fee, even if PURCHASER elects not to use the product or otherwise cancels all or a portion of the project requiring the purchased product.
SECTION 4: DELIVERY AND SHIPPING COMPANY shall deliver any goods purchased by PURCHASER. PURCHASER shall bear the cost of freight, insurance, and any delivery costs. All items shipped by COMPANY or items shipped directly from manufacturer or supplier at instruction of COMPANY to PURCHASER shall be Free on Board (FOB) origin.
SECTION 5: DISCLAIMER OF WARRANTIES Only the original manufacturer warrants any products sold by COMPANY to PURCHASER. COMPANY provides no warranty for products sold to PURCHASER, and COMPANY shall have no liability for products sold to PURCHASER, whether as components or as entire products. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. COMPANY is not responsible for any modifications, alterations, or changes made to any equipment in PURCHASER’S possession, by PURCHASER or any third party, for which PURCHASER requests COMPANY to provide labor and/or materials. In addition, PURCHASER accepts and acknowledges that COMPANY cannot and does not guarantee that it will be able to successfully repair or complete a request for labor, and that COMPANY is still entitled for payment for labor and/or materials expended in attempting to complete the purchase order or labor and/or materials requested by PURCHASER.
SECTION 6: SAFETY PURCHASER shall perform and provide all necessary precautionary measures to adequately protect COMPANY’S property and personnel and the labor and/or materials of other persons or entities performing labor or providing material at any location owned or leased by PURCHASER. PURCHASER shall be liable for any loss or damage to any property or person associated with the COMPANY, or to any equipment and materials at any location owned or leased by PURCHASER, caused by PURCHASER or PURCHASER’S agents, employees, or guests. PURCHASER agrees to provide a safe and secure working environment for COMPANY and its employees and personnel and to strictly observe all state and U.S. Occupational Safety and Health Administration (OSHA) safety requirements. PURCHASER shall retain sole responsibility, to the fullest extent permitted by law, for the safety of its employees in performance of PURCHASER’S work and for performing such work in accordance with all laws, rules and regulations. By providing labor and/or materials, COMPANY does not create any joint responsibility with PURCHASER for the safety of PURCHASER’S employees. PURCHASER agrees to comply with all federal and state laws, codes and regulations, and all local and municipal ordinances and regulations effective where COMPANY supplies any labor and/or materials, and to pay all costs and expenses attributable to such compliance, to pay all fees, licenses, permits, deposits and taxes, including sales and use taxes, and also to pay all taxes imposed by any local or state or federal law due to any applicable tax laws, social security acts, employment insurance acts, unemployment compensation statutes, workers’ compensation acts, pensions, benefit trust funds, old age retirement funds or any similar authority insofar as applicable to the performance of COMPANY’S obligations, and to hold COMPANY harmless from any and all loss or damage occasioned by the failure of PURCHASER to comply with the terms herein.
SECTION 7: INSURANCE AND INDEMNIFICATION PURCHASER agrees to provide and maintain insurance coverage covering (i) any location owned or leased by PURCHASER where COMPANY will provide labor or materials, and (ii) the work performed by COMPANY. PURCHASER agrees that PURCHASER’S insurance is primary, non-contributory, and PURCHASER waives any right of subrogation against COMPANY and COMPANY’S insurance provider. Any labor or materials provided to PURCHASER done at any location owned or leased by PURCHASER or off-site location in preparation of the delivery to the project location shall be at the risk of PURCHASER exclusively. PURCHASER shall, with respect to all the work that COMPANY performs on PURCHASER’S behalf, indemnify, defend, and hold COMPANY, and its agents and employees, harmless from and against all of the following to the fullest extent permitted by law: 1. Any claim, liability, loss, damage, cost, expense, costs of defense including reasonable attorneys’ fees, awards, fines, or judgments, provided that said loss arises from death or bodily injury, illness, disease, or damage to or destruction of property, or other loss, damage or expense, including any of the same resulting from the alleged or actual negligent act or omission, regardless of whether such act or omission is active or passive, by PURCHASER or its agents, employees, or anyone else for whose acts PURCHASER may be liable. 2. Any claim, liability, loss, damage, cost, expense, costs of defense including reasonable attorneys’ fees, awards, fines, or judgments arising by reason of any obligation or indemnity which COMPANY has to a purchaser or user of the completed project. 3. It is expressly acknowledged and agreed that each of the foregoing indemnities is independent, and that both shall be given effect. However, PURCHASER shall not be obligated under this agreement to indemnify COMPANY with respect to the sole negligence or willful misconduct of COMPANY, its agents or employees. PURCHASER shall indemnify and hold COMPANY harmless against all liability for claims arising out of the labor performed, the materials used or furnished to be used in performing the project(s) for PURCHASER, or the completed project (including but not limited to any claims for negligence, personal injury, property damage, violation of trademarks, copyrights, or patents), including any costs and expenses for attorneys’ fees and all incidental and consequential damages resulting to COMPANY from such claims. In the event that legal action or other proceeding is brought on such claim, PURCHASER shall defend said suit at its own expense, and will pay and satisfy any such lien or judgment as may be established by the decision of the court, arbitrator, or other reviewing authority in said suit. PURCHASER’S indemnity obligations herein shall not be limited in any way by the limits or other terms or conditions of any insurance coverage obtained by PURCHASER, nor by any limitation on the amount or type of damages, nor for benefits or damages payable under workers’ compensation, disability benefit, or other employee benefit statutes, regulations, or ordinances.
SECTION 8: ENFORCEABILITY If any one or more provisions of the terms and conditions herein shall be found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 9: WAIVER COMPANY’S failure to exercise, in whole or in part, or delay in exercising any right herein shall not preclude COMPANY’S future exercise of the same right or the exercise of any other right herein.
SECTION 10: INDEPENDENT COMPANIES Nothing herein shall be construed to create any partnership, joint venture, or agency relationship of any kind between COMPANY and PURCHASER. Except as expressly set forth herein, neither party has any authority to assume or create any obligations on behalf of or in the name of the other party, or to bind the other party to any agreement or undertaking with any third party.
SECTION 11: INTELLECTUAL PROPERTY/CONFIDENTIAL INFORMATION COMPANY and PURCHASER acknowledge and agree that in the course of COMPANY providing labor and/or materials to PURCHASER, PURCHASER will be exposed to COMPANY’S confidential information. Such confidential information includes, but is not limited to: drawings, schematics, designs, diagrams, layouts, plans, prototypes, specifications, engineering, coding, software, and financial information. PURCHASER agrees that it may not disclose, share, disseminate, or otherwise transmit any confidential information to any third-party absent COMPANY’S written consent from COMPANY’S President. PURCHASER acknowledges and agrees that all confidential information provided by COMPANY is the sole property of COMPANY and that none of the confidential information is a “work made for hire” as defined under the Copyright Act of 1976, as amended, or under North Carolina law. COMPANY will retain all rights, title, and interest in and to any intellectual property, including copyrights, patents, trade secrets, and other proprietary rights created by COMPANY in the provision of its labor and/or materials. Nothing in these terms and conditions will be construed as transferring or assigning any intellectual property rights to PURCHASER. All rights not expressly granted to PURCHASER in these terms and conditions are reserved by COMPANY. PURCHASER acknowledges and agrees that its use of COMPANY’S intellectual property is a non-exclusive, non transferable, and revocable license and that such license is limited to use for fulfilling COMPANY’S obligations under any purchase order or other provision of labor and/or materials.
SECTION 12: GOVERNING LAW/VENUE These terms and conditions and any purchase order or provision of labor and/or materials by COMPANY shall be governed by the law of the State of North Carolina without reference to its conflicts of law principles. PURCHASER acknowledges and agrees that any dispute arising out of or related to these terms and conditions or any purchase order or provision of labor and/or materials shall be litigated solely and exclusively in the North Carolina General Courts of Justice in Davidson County. PURCHASER expressly waives any defense of lack of personal jurisdiction or improper venue to any action brought by COMPANY in the North Carolina General Courts of Justice in Davidson County, North Carolina.
SECTION 13: DAMAGES FOR BREACH PURCHASER agrees to pay COMPANY’S reasonable attorneys’ fees in the event that it is necessary for COMPANY to engage an attorney in the collection of sums owed by PURCHASER as a result of any purchase order or for the provision of labor and/or materials. PURCHASER acknowledges that COMPANY will charge a processing fee for all returned checks pursuant to North Carolina General Statute §25-3-506. In the event that PURCHASER breaches these terms and conditions or any purchase order or provision of labor and/or materials, whether such breach is material or immaterial, COMPANY is entitled to recover its actual damages, its consequential damages, its incidental damages, punitive damages, interest, and attorneys’ fees and costs from PURCHASER and any other damages that COMPANY is entitled to under statute, law, or in equity. PURCHASER further agrees that if any judgment is entered against it, that the judgment shall bear interest at the rate of 1.5% per month until satisfied, unless a lower interest rate is required by law. PURCHASER agrees that in the event that COMPANY breaches these terms or conditions or any purchase order or provision of labor and/or materials, whether such breach is material or immaterial, PURCHASER specifically agrees that COMPANY is not liable to PURCHASER for any incidental damages, consequential damages, punitive damages, attorneys’ fees, costs, or interest including any post-judgment interest.
SECTION 14: ENTIRE BINDING AGREEMENT In the event of any conflict between these terms and conditions and any terms and conditions set forth by PURCHASER in a future purchase order or communication, these terms and conditions herein will prevail and control and any different or conflicting terms provided by PURCHASER are, and will be, rejected. All future purchase orders and other provision of labor and/or materials provided by COMPANY is subject to and dependent upon the application of these terms and conditions, which are incorporated in by reference into any purchase order or communication occurring after these terms and conditions become effective. COMPANY and PURCHASER acknowledge that these terms and conditions supersede any prior agreements, understandings, or contracts on the subject matter herein. Accordingly, these terms and conditions constitute the entire, complete, and integrated agreement between PURCHASER and COMPANY on the subject matter herein. COMPANY and PURCHASER agree that there are no other warranties, representations, inducements, terms, or agreements beyond what appears herein. COMPANY and PURCHASER agree that these terms and conditions may not be amended except in a writing signed by PURCHASER and COMPANY. Furthermore, COMPANY and PURCHASER acknowledge and agree that these terms and conditions are binding contractual provisions intended to govern their obligations and benefits on the topics identified herein.
SECTION 15: FORCE MAJEURE Neither COMPANY nor PURCHASER shall be liable or responsible to the other, nor be deemed to have defaulted under or breached a purchase order or other request for the provision of labor and/or materials, for any failure or delay in fulfilling or performing any term of a purchaser order or other request for the provision of labor and/or materials (except for any obligations to make any payments owed to COMPANY) when and to the extent such failure or delay is caused by or results from acts beyond PURCHASER or COMPANY’S reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”) that frustrates the purpose of a purchase order or other provision of labor and/or materials: (a) acts of God; (b) flood, fire, hurricane, tornado, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the effective date of these terms and conditions; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages, or slowdowns or other industrial disturbances; (i) epidemic, pandemic, or similar influenza or bacterial infection (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (j) emergency state; (k) shortage of adequate medical supplies and equipment; (l) shortage of power or transportation facilities; and (m) other similar events beyond the reasonable control of COMPANY or PURCHASER. The affected party shall use commercially reasonable efforts to avoid or minimize the effects of the Force Majeure Event(s) and continue the performance of its obligations to the extent possible. The affected party shall resume performance as soon as reasonably practicable after the removal of the Force Majeure Event. The unaffected party may suspend performance of its corresponding obligations during this period. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate a purchase order or other request for provision of labor and/or materials upon written notice to the other party, without liability or penalty, but PURCHASER shall pay COMPANY as set forth in Section 16. In the event that tariffs, or other government actions affect pricing of materials, COMPANY and PURCHASER will work together to revise the price terms of any purchase order or other request for the provision of labor and/or materials. In the event that they cannot agree upon revised price terms, then either party may terminate the affected purchase or other request for labor and/or materials, without liability or penalty, but PURCHASER shall pay COMPANY as set forth in Section 16.
SECTION 16: TERMINATION COMPANY may in its sole discretion elect to terminate a purchase order and cease proving labor and/or materials should PURCHASER breach a material provision of these terms and conditions. A material breach by PURCHASER includes, but is not limited to: nonpayment, PURCHASER filing for bankruptcy, the appointment of a receiver for PURCHASER, or PURCHASER ceasing to operate as a business. If PURCHASER contends that COMPANY materially breached a purchase order, then PURCHASER must give COMPANY written notice of the alleged material breach, as set forth herein, and afford COMPANY ten (10) days to cure the alleged material breach before PURCHASER may terminate a purchase order or the provision of labor and/or materials. In the event of the termination of any purchase order or the provision of labor and/or materials, COMPANY shall invoice PURCHASER for all labor expended and materials provided or ordered and COMPANY shall pay for the same, but the invoice for the cancelled labor and/or materials shall not exceed the amount of the purchase order or other request for the provision of labor and/or materials plus any additional changes or modifications.