Product Terms and Conditions

DEFINITIONS

Certain capitalized terms used in these Terms and Conditions of Sale (“T&Cs”) are defined below. Other capitalized terms will have the meaning given to them in these T&Cs or in the applicable Order.

“Buyer” means any contractor, distributor, or other business entity purchasing or receiving Goods from Wakefield Thermal.
“Force Majeure Event” means any event beyond Wakefield Thermal’s reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, strikes, labor disruptions, embargoes, government actions, or shortages of labor, materials, or services despite commercially reasonable efforts.
“Goods” means all products supplied by Wakefield Thermal under an Order, including fabricated thermal extrusions, non-thermal extrusions, and any related parts, assemblies, or components. Goods also include any engineering specifications, blueprints, designs, drawings, or other materials that Wakefield Thermal may develop or provide at Buyer’s request in connection with the design, manufacture, improvement, or proposed solution of products, processes, or operations.
“Invoice” means a written billing statement from Wakefield Thermal to Buyer for Goods.
“Order” means a purchase order, purchase agreement, or other written document between Buyer and Wakefield Thermal for the sale of Goods.
“Party” refers to either Wakefield Thermal or Buyer individually; “Parties” refers to both together.
“Specifications” means the designs, drawings, blueprints, materials, tolerances, or other technical requirements provided by Buyer for the design and manufacture of Goods.
“Wakefield Thermal” means Wakefield Thermal Solutions, Inc.

PURPOSE AND SCOPE; UPDATING T&CS

Purpose and Scope. These T&Cs govern all sales of Goods by Wakefield Thermal to Buyer and apply to every Order that Wakefield Thermal accepts. When Buyer sends a purchase order, request, or other similar document, it is treated as an offer. That offer becomes a binding Order only if Wakefield Thermal accepts it, either by sending a written confirmation, shipping the Goods, or taking other steps that clearly show acceptance. These T&Cs take precedence over any conflicting or additional terms in any Order or other document issued by Buyer, unless Wakefield Thermal explicitly agrees to such terms in writing. If Buyer includes additional or conflicting terms, or tries to change these T&Cs, those changes will not apply unless Wakefield Thermal agrees to them in writing. These T&Cs may be included or linked in Wakefield Thermal’s quotes, Order confirmations, invoices, or other communications. By placing an Order, accepting a quote, or receiving Goods, Buyer agrees to follow these T&Cs.
Updating T&Cs. Wakefield Thermal may update these T&Cs from time to time by posting a revised version on its website. Each Order will be governed by the version in effect on the date Wakefield Thermal accepts an Order, as shown by the “LAST UPDATED” date on the T&Cs. By submitting an Order, Buyer agrees to be bound by the version of the T&Cs then in effect. That version will continue to apply to all aspects of that Order, including delivery, payment, warranties, and dispute resolution, even if the T&Cs are later updated.
Superseding Contracts. If Buyer has entered into a separate, mutually executed written agreement with Wakefield Thermal governing the purchase of Goods, that agreement will govern those transactions. These T&Cs will not apply unless the separate agreement expressly states otherwise.

PRICING

Pricing

Prices

Non-Customized Goods. Prices for standard, non-customized Goods (including fabricated thermal extrusions and non-thermal extrusions) will be as stated in the applicable Order or in other written communication from Wakefield Thermal. Unless specifically stated as “firm” or “held” through a certain date, these prices may change at any time before Wakefield Thermal accepts the Order. Subject to Section 3(a)(ii), a “firm” or “held” price applies only to Orders accepted by Wakefield Thermal before the stated date.
Customized Goods. Prices for Goods that are modified, engineered, or otherwise customized for Buyer will be as stated in the applicable Order or in other written communication from Wakefield Thermal. These prices are based on the Specifications provided at the time of the quote or estimate. If Buyer requests changes, or if unforeseen issues arise during production, Wakefield Thermal may adjust the final price to reflect the actual costs incurred.

Adjustments Due to Cost Increases. If, after accepting an Order, Wakefield Thermal experiences an increase of more than ten percent (10%) in the cost of raw materials, components, labor, or other inputs due to circumstances beyond its reasonable control, Wakefield Thermal may adjust the price of the Order to reflect the increase. For aluminum products, prices are also subject to adjustments based on Midwest Average Pricing or other recognized metal market indices, as applicable. Wakefield Thermal will notify Buyer in writing before delivery and, upon request, provide reasonable documentation supporting the adjustment. The Parties will work together in good faith to address any concerns before the Order is completed.
Tooling Charges. Tooling will be invoiced at the time of Buyer’s signed approval print or at Order placement plus drawing approval, as applicable. Tooling charges are non-refundable. Payment does not convey ownership. Tools and fixtures remain Wakefield Thermal’s property and will be maintained at its discretion.
Contracted Quantities. Pricing may be based on contracted annual quantities. If Buyer purchases less than the agreed annual quantities, Wakefield Thermal may adjust pricing or invoice Buyer for a bill-back to the actual shipped-quantity price.

Quotes and Estimates. Any quotes, proposals, or estimates provided by Wakefield Thermal are for reference only and are not binding offers. Unless specifically identified in writing as firm pricing, all quotes and estimates are non-binding and subject to change based on final specifications, actual costs incurred, and acceptance of the Order by Wakefield Thermal. Quotes and estimates are valid only for the time period stated in the document or, if no time period is stated, for thirty (30) days from the date issued.
Taxes. Buyer is responsible for all applicable sales, use, excise, value-added, or similar taxes, duties, or charges related to the sale, delivery, or use of the Goods, other than taxes based on Wakefield Thermal’s net income. If Wakefield Thermal pays any such amounts on Buyer’s behalf, Buyer will promptly reimburse Wakefield Thermal upon request.

PAYMENT AND CREDIT TERMS

Payment Terms. Unless credit has been extended under Section 4(b), full payment is due from Buyer prior to or at the time of purchase of the Goods, as stated in the applicable Order. Payment must be made in U.S. dollars by ACH or wire transfer, or by another method expressly approved in writing by Wakefield Thermal. Payment by check is not accepted.
Credit Terms.

Extension of Credit Terms. Wakefield Thermal may extend credit to Buyer in its sole discretion. Unless otherwise stated in an Order, payments under credit terms must be made by the methods included in Section 4(a). Wakefield Thermal may modify or revoke credit terms at any time, with reasonable notice, including if Buyer is late in making payments or if Wakefield Thermal, in good faith, has concerns about Buyer’s financial condition. In such cases, Wakefield Thermal may require immediate or advance payment and will not be liable for any resulting costs or delays.
Payment under Credit Terms. Buyer must pay each invoice within thirty (30) days of the invoice date. Late payments will accrue interest at the lesser of eighteen percent (18%) per year or the maximum rate permitted by law. Wakefield Thermal may also recover reasonable collection costs, including attorneys’ fees. These charges do not apply to amounts disputed in good faith, provided that Buyer gives written notice of the dispute within fifteen (15) days of the invoice date and works in good faith with Wakefield Thermal to resolve it. All undisputed amounts must be paid on time and without setoff, withholding, back-charge, or recoupment of any kind. If a dispute remains unresolved for more than thirty (30) days, Wakefield Thermal may require payment of the disputed amount.

Defaults and Financial Risk. If Buyer fails to make a required payment or faces a serious financial event (such as bankruptcy, insolvency, or receivership), Wakefield Thermal may, at its option: (i) delay further delivery of Goods, (ii) cancel open Orders, or (iii) require assurances that Buyer can meet its obligations before continuing. If payment is not made, Wakefield Thermal may retrieve the unpaid Goods from the Buyer’s location, to the extent allowed under law.

INTELLECTUAL PROPERTY AND OWNERSHIP

No Transfer of Intellectual Property. Except as expressly agreed in a separate, mutually executed written agreement, Wakefield Thermal retains all rights, title, and interest in its intellectual property, including any patents, designs, trademarks, copyrights, trade secrets, and know-how. Buyer’s purchase of Goods does not transfer any intellectual property rights to Buyer.
Ownership of the Goods. Subject to full payment of all amounts owed, Buyer obtains title to the physical Goods it purchases from Wakefield Thermal. This transfer of title does not include any rights to reproduce, modify, reverse engineer, or create derivative works from the Goods or their components, nor does it include any rights in Wakefield Thermal’s or third parties’ intellectual property.
Specifications. If Buyer provides any Specifications for Wakefield Thermal to use in manufacturing Goods, then: (i) Buyer retains ownership of the Specifications; (ii) Buyer represents and warrants that the Specifications are accurate, complete, and suitable for use in connection with the Goods, and that they do not infringe or misappropriate any intellectual property or other rights of any third party; and (iii) Buyer will be solely responsible for any issues arising from the Specifications, including any infringement, misappropriation, defect, noncompliance, or property damage (including damage to Wakefield Thermal’s equipment, facilities, or materials) caused by or resulting from Wakefield Thermal’s use of the Specifications. Buyer will defend, indemnify, and hold Wakefield Thermal harmless from any related claims, losses, or liabilities.
Wakefield Thermal’s Intellectual Property and Improvements. Any intellectual property or proprietary materials that Wakefield Thermal owns or developed prior to working with Buyer, including designs, processes, know-how, and related materials, remain the exclusive property of Wakefield Thermal. Wakefield Thermal will also own all intellectual property, knowledge, skills, improvements, and efficiencies it develops while working on Buyer’s Order, including those created in collaboration with Buyer or influenced by Specifications or feedback. Buyer does not obtain any rights to such developments and may not use, claim ownership of, or restrict Wakefield Thermal’s use of them in future projects. This section does not affect Buyer’s ownership of its own Specifications under Section 5(c) or its ownership of the physical Goods under Section 5(b).
Tooling Ownership. All tools, dies, and fixtures used to manufacture Goods are and will remain the property of Wakefield Thermal, even if Buyer has paid or reimbursed some or all of the cost of such tooling. Payment of tooling charges does not grant Buyer any ownership or intellectual property rights in the tooling. Wakefield Thermal will maintain such tooling at its discretion and may dispose of it after a reasonable period of inactivity unless otherwise agreed in writing.

SPECIFICATIONS

Buyer-Provided Specifications. Buyer is responsible for providing complete and usable Specifications for the Goods, including extrusion drawings, tolerances, and finish requirements where applicable. Wakefield Thermal will manufacture Goods based on those Specifications. If Buyer fails to provide complete and usable Specifications, Wakefield Thermal may suspend work on an Order without liability until complete and usable Specifications are provided. Any suspension under this Section will automatically extend the delivery schedule for a period reasonably necessary to account for the delay.
Tolerances. Wakefield Thermal may make minor adjustments or substitutions in materials, components, or manufacturing methods, as long as Goods substantially conform to the Specifications. Such adjustments or substitutions shall not be considered a breach of Wakefield Thermal’s obligations under these T&Cs or any Order. Wakefield Thermal will make reasonable efforts to inform the Buyer of any adjustments or substitutions that Wakefield Thermal plans to make. Unless otherwise agreed in writing: (i) extrusions will conform to standard Aluminum Association tolerances; (ii) extrusion cut length tolerances are +.125”; (iii) saw length and datum tolerances are +.020”; (iv) feature-to-feature tolerances are +.005”; and (v) any tolerances not otherwise specified will be governed by Wakefield Thermal’s workmanship standards.
Tooling. Unless otherwise agreed in writing, tooling will be invoiced at the time of Buyer’s signed approval print or at Order placement plus drawing approval, as applicable. All tools, dies, and fixtures (whether paid for in whole or in part by Buyer) remain the property of Wakefield Thermal and will be maintained at Wakefield Thermal’s discretion.

CANCELLATION

Buyer may not cancel any accepted Order without Wakefield Thermal’s prior written agreement, which will set out the terms of cancellation and compensation owed to Wakefield Thermal. Unless otherwise agreed in writing, all extrusion and fabricated products are non-cancelable and non-returnable, and no changes will be accepted after Wakefield Thermal’s written acceptance of an Order. If a cancellation is permitted, Buyer must pay Wakefield Thermal for all costs already incurred in connection with the Order, including materials, labor, engineering, and outside services, plus a reasonable mark-up for overhead and profit. Buyer is also responsible for any return shipping and insurance costs, if applicable.

SHIPPING, DELIVERY, RISK OF LOSS, AND RETURNS

Incoterms. All sales are made Ex Works (Incoterms® 2020).
Shipping and Timing. Freight charges for all other domestic and international Orders will be billed on a prepaid and add basis. Wakefield Thermal will use good faith efforts to meet estimated delivery dates for Goods, but those dates are not guaranteed. If Buyer delays in providing schedules, materials, or other required information, Wakefield Thermal may extend the delivery date as needed. Buyer may not reject delivery of Goods due to such delays or due to Force Majeure events. For all shipments, Wakefield Thermal reserves the right to select a reasonable shipping method and carrier, including when Buyer does not provide shipping instructions or when free freight applies. If Buyer arranges transportation logistics directly, Buyer is solely responsible for scheduling, costs, and any loss or damage occurring during such transport.
Title and Risk of Loss. Risk of loss transfers to Buyer when the Goods are handed over to the carrier at Wakefield Thermal’s facility. Title to the Goods will transfer as provided in Section 5(b).
Packaging. Unless agreed otherwise in writing, pricing includes standard packaging for shipments within the continental U.S. (excluding Hawaii and Alaska). Extra charges may apply for crating or international packaging.
Partial Shipments. Wakefield Thermal may deliver Goods in separate shipments and invoice each one individually, unless the Parties agree otherwise. A delay in one shipment does not excuse Buyer from accepting or paying for the others.
Returns and Restocking. All sales are final unless Wakefield Thermal agrees in writing to accept a return. If Wakefield Thermal, in its sole discretion, agrees to accept returned Goods, Buyer may be charged a restocking fee of up to twenty percent (20%) of the purchase price. Returned Goods must be unused, in original packaging, and in resalable condition. Buyer is responsible for all return shipping costs unless otherwise agreed. This Section 8(f) does not apply to returns made pursuant to Wakefield Thermal’s warranty obligations in Section 10.

INSPECTION AND CLAIMS

Buyer must inspect Goods promptly upon receipt. If any Goods are defective, nonconforming, or do not match the Order (including shortages), or otherwise fail to meet the applicable requirements, Buyer must notify Wakefield Thermal in writing within ten (10) days of receipt. Failure to provide timely written notice will constitute acceptance of the Goods and a waiver of any related claims. For any Goods lost or damaged in transit, Buyer must submit a claim directly with the carrier. Wakefield Thermal is not responsible for loss or damage occurring after the Goods have been delivered to the carrier.

WARRANTY, LIMITATIONS, REMEDIES, AND DISCLAIMERS

Warranty. Wakefield Thermal warrants to the original Buyer that the Goods will be free from defects in materials and workmanship under normal use and when used in accordance with Wakefield Thermal’s written instructions during the applicable warranty period. The warranty period for Goods will be twelve (12) months from the date the Goods are delivered to the carrier, unless Wakefield Thermal specifies a different period in writing (the “Warranty Period”). If any Goods do not meet this warranty during the Warranty Period, Wakefield Thermal will, at its option, repair or replace the defective Goods at no charge to Buyer. Any repaired or replaced items are only covered for the remainder of the original Warranty Period. Buyer must return the defective Goods to Wakefield Thermal at Buyer’s expense, unless otherwise agreed in writing. If Wakefield Thermal confirms the Goods are covered under warranty, it will reimburse reasonable return shipping costs and will pay the outbound shipping charges for the repaired or replacement Goods.
Warranty Limitations. For Goods, warranties do not apply if the problem is caused by:

Improper installation, use, or maintenance (unless done by Wakefield Thermal);
Alterations made by anyone other than Wakefield Thermal;
Delays in notifying Wakefield Thermal about the issue;
Parts, materials, or equipment provided by Buyer; or
Failure to follow Wakefield Thermal’s storage or handling instructions.

Third-Party Products. Wakefield Thermal does not provide any warranties for products or components it did not manufacture. If Wakefield Thermal receives a third-party manufacturer’s warranty that it is permitted to pass along to the Buyer, it will do so to the extent permitted. Wakefield Thermal is not responsible for the content or enforcement of any third-party warranties.
NO OTHER WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, WAKEFIELD THERMAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. THIS INCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Warranty Claim Process. All warranty claims must be submitted in writing by Buyer directly to Wakefield Thermal and in accordance with this Section 10. Buyer must provide reasonable documentation or other evidence supporting the claim, including details of the alleged defect or nonconformance. Wakefield Thermal will have a reasonable opportunity to inspect and verify any claimed defect before any remedy is provided.
Time Limit for Making Breach Claims. Any warranty claims must be made within the applicable Warranty Period. Claims submitted after the applicable Warranty Period will not be accepted.
Pass-Through Warranty; Buyer Responsibility. Buyer may pass along Wakefield Thermal’s warranty to its customers, but only as written in these T&Cs and only for the remainder of the original Warranty Period. The warranty does not renew or reset when the Good is resold or is incorporated into another product. If the Buyer makes any additional promises, guarantees, or warranties beyond what Wakefield Thermal provides, the Buyer is fully responsible for them. Wakefield Thermal is not liable for any such promises unless it has agreed to them in writing. Buyer agrees to indemnify and hold Wakefield Thermal harmless from any claims, liabilities, losses, damages, costs, or legal fees that arise from or relate to Buyer offering warranties, guarantees, or statements that go beyond or conflict with what Wakefield Thermal has provided in these T&Cs.

INDEMNIFICATION

Wakefield Thermal Indemnity. Wakefield Thermal will indemnify, defend, and hold harmless Buyer from and against any third-party claims, and any related losses, damages, or costs (including reasonable legal fees), to the extent they arise from:

a defect in the design or manufacture of the Goods that results in personal injury, death, or property damage; or
a claim that the Goods provided by Wakefield Thermal infringe any United States patent, trademark, or copyright.
Wakefield Thermal will have no obligation under subsection (ii) to the extent the alleged infringement arises from modifications of the Goods by anyone other than Wakefield Thermal, or the combination or use of the Goods with other products, components, or systems not provided or authorized by Wakefield Thermal.
If a claim described in subsection (ii) arises or, in Wakefield Thermal’s reasonable judgment, is likely to arise, Wakefield Thermal may, at its option and expense: (1) procure for Buyer the right to continue using the Goods; (2) replace or modify the Goods so that they become non-infringing; or (3) accept return of the Goods and refund the purchase price paid by Buyer for the affected Goods.

The remedies in this Section 11(a) are Wakefield Thermal’s sole obligations, and Buyer’s exclusive remedies, for any third-party intellectual property claim relating to the Goods.

Buyer Indemnity. Buyer will indemnify, defend, and hold harmless Wakefield Thermal and its officers, directors, employees, and agents from and against any third-party claims, and any related losses, damages, or costs (including reasonable legal fees), to the extent they arise from:

Buyer’s misuse or unauthorized modification of the Goods;
Buyer’s combination or use of the Goods with products, systems, or components not provided or authorized by Wakefield Thermal;
Buyer’s installation, integration, or incorporation of the Goods into other systems, products, or projects; or
Buyer’s representations, warranties, or promises to its customers or end users that differ from or go beyond those made by Wakefield Thermal with respect to the Goods.

Indemnification Procedures. The indemnified party must promptly notify the indemnifying party in writing of any claim. The indemnifying party may assume control of the defense and settlement of the claim, including choosing legal counsel. The indemnified party may participate in the defense at its own expense. The indemnifying party may not settle a claim without the indemnified party’s written consent unless the settlement (i) involves only monetary payment by the indemnifying party, and (ii) includes a full release of the indemnified party. A delay in providing notice will not relieve the indemnifying party of its obligations unless the delay materially harms its ability to defend the claim. These procedures apply to all indemnification obligations under this Section 11. All indemnification obligations under this Section 11 are subject to the limitations and exclusions in Section 12.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, WAKEFIELD THERMAL AND ITS AFFILIATES, EMPLOYEES, SUBCONTRACTORS, AND OTHER REPRESENTATIVES (COLLECTIVELY, “RELATED PARTIES”) WILL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO:

LOST PROFITS, LOST BUSINESS, OR LOSS OF GOODWILL;
LOST USE OF EQUIPMENT OR FACILITIES; AND
DELAYS IN SHIPPING OR DOWNTIME CAUSED BY EQUIPMENT OR PRODUCT ISSUES.

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WAKEFIELD THERMAL WAS ADVISED THAT SUCH DAMAGES COULD OCCUR.

IF WAKEFIELD THERMAL OR ITS RELATED PARTIES ARE FOUND LIABLE FOR ANY CLAIM, THEIR TOTAL LIABILITY FOR DIRECT DAMAGES WILL NOT EXCEED THE AMOUNT BUYER PAID FOR THE GOODS GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT OCCURRED, REGARDLESS OF THE NUMBER OF CLAIMS.

ANY CLAIM ARISING OUT OF THESE T&CS OR ANY ORDER MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE LIABILITY AROSE. ANY CLAIM NOT BROUGHT WITHIN THAT TIME IS WAIVED.

THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS TO ACHIEVE ITS ESSENTIAL PURPOSE.

THESE LIMITATIONS WILL NOT APPLY TO BUYER’S PAYMENT OBLIGATIONS.

MUTUAL CONFIDENTIALITY

Protection of Confidential Information. Each Party that receives non-public information from the other (the “Receiving Party”) agrees to treat that information as confidential. This includes anything clearly marked as confidential or that reasonably should be considered confidential under the circumstances (“Confidential Information”). For clarity, nothing in this Section limits a Party’s right to use general knowledge, skills, or experience independently developed in the course of supplying the Goods, provided it does not disclose or use the other Party’s Confidential Information.

The Receiving Party agrees to:
- Use at least the same degree of care it uses to protect its own similar information, but not less than a reasonable standard, to protect the Confidential Information; and
- Not share it with others except (i) employees, affiliates, or contractors who need to know it for business reasons and are under similar confidentiality obligations, or (ii) as allowed below.
At the written request of the Party disclosing Confidential Information (the “Disclosing Party”), the Receiving Party will use commercially reasonable efforts to return or destroy all Confidential Information in its possession, including copies and summaries. The only exceptions are if the Receiving Party is legally required or reasonably needs to keep records for internal compliance, in which case, confidentiality obligations remain in effect for as long as the information is retained.

Further, if the Receiving Party is required by law, regulation, subpoena, or court order to disclose any Confidential Information, it may do so, provided it gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperates with any efforts by the Disclosing Party to limit or protect the disclosure.

Unless otherwise agreed in writing, the obligations in this Section will survive for a period of five (5) years after the expiration or termination of these T&Cs, except with respect to any Confidential Information that qualifies as a trade secret under applicable law, which shall remain protected for as long as it remains a trade secret.

Exceptions. Confidential Information does not include information that the Receiving Party can show:

was lawfully received from another source not under a duty of confidentiality;
became public through no fault of the Receiving Party; or
was independently developed without using or referring to the Disclosing Party’s Confidential Information.

Prior Agreements. If the Parties have already signed a separate confidentiality or non-disclosure agreement before an order under these T&Cs, that agreement will control if it directly conflicts with this section. Otherwise, this section applies in full.

MISCELLANEOUS

Entire Agreement. These T&Cs, together with any related Orders and their exhibits or attachments, are the complete agreement between the Parties for the subject matter they cover. They replace any earlier written or verbal agreements, including any terms listed on a purchase order, invoice, or online form. Those other terms are expressly rejected, even if a user is required to click to accept them. If there is a conflict among these documents, the order of precedence will be: (i) any applicable exhibit or attachment expressly incorporated into an Order, (ii) these T&Cs, and (iii) the terms of the Order.
Force Majeure. Wakefield Thermal is not responsible for delays or failures to perform if caused by a Force Majeure Event. If one occurs, Wakefield Thermal will notify Buyer and provide a good faith estimate of the impact, including any expected delays. Wakefield Thermal will also make reasonable efforts to resolve the issue and resume performance as soon as possible.
Amendments. Any updates or changes to these T&Cs must be in writing and signed by both Parties.
Waivers and Legal Remedies. If either Party does not enforce a right under these T&Cs right away, that does not mean they are giving up that right. All legal and equitable remedies remain available unless otherwise stated.
Governing Law and Venue. These T&Cs are governed by the laws of the State of New Hampshire. Any legal disputes will be handled in state or federal courts located in New Hampshire. Each Party agrees to this location, unless one is seeking temporary injunctive relief elsewhere.
Compliance with Laws. Each Party will comply with all applicable laws and regulations in connection with these T&Cs and any Order, including those relating to export controls, trade sanctions, importation, customs, anti-bribery, and anti-corruption. Buyer is solely responsible for obtaining and maintaining any permits, licenses, or clearances necessary for the import, installation, or use of the Goods.
Invalid Terms and Adjustments. If any part of these T&Cs is found to be invalid or unenforceable, it will be limited or interpreted to fulfill its intended purpose as much as the law allows. The rest of the T&Cs will remain in effect. If local laws provide rights or limitations beyond what is written here, those laws will only apply to the extent required.
Independent Contractors. The Parties are independent contractors. These T&Cs do not create a partnership, joint venture, or similar relationship. There are no third-party beneficiaries to these T&Cs or an applicable Order.
Assignments. Neither Party can transfer its rights or obligations under these T&Cs without the other Party’s written consent, except that either Party may assign the agreement to (i) an affiliate or (ii) a successor in a merger, acquisition, or sale of the business. The assigning Party must give notice and ensure the new party agrees in writing to follow these T&Cs.
Interpretation. Unless the context requires otherwise, “including” (and any of its derivative forms) means “including, but not limited to”.
Exclusion of International Sale Convention. The Parties agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply to these T&Cs or any related Orders.
Equitable Relief. Each Party acknowledges that a breach or threatened breach of Section 5 (Intellectual Property and Ownership), Section 7 (Cancellation), or Section 13 (Mutual Confidentiality) may cause irreparable harm for which monetary damages would be an inadequate remedy. In such cases, the non-breaching Party may seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity, without the need to post a bond or prove actual damages.
Survival. Any terms of these T&Cs that by their nature should survive termination or expiration, including, but not limited to, those related to payment obligations, intellectual property, confidentiality, limitations of liability, dispute resolution, and governing law, will remain in effect even after the agreement ends.
Notices. Notices must be in writing and sent by personal delivery, mail, or email with confirmation of receipt, unless another method is specified in an Order. Notices should be sent to the addresses listed in the Order. For notices to Wakefield Thermal, send a copy to:

LAST UPDATED: September 24, 2025

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