Terms & Conditions of Sale

Orvian Industrial Supplies, LLC
Effective Date: August 20, 2026

These Terms and Conditions of Sale (“Terms”) apply to quotations, sales, orders, invoices, and products or services supplied by Orvian Industrial Supplies, LLC (“Orvian”) unless different terms are expressly agreed to in writing by Orvian and the customer.

By submitting a purchase order, accepting a quotation, placing an order, or accepting delivery of products or services from Orvian, the customer agrees to these Terms.

1. Quotations & Pricing

All quotations are subject to product availability and are valid for the period stated on the quotation. If no validity period is stated, pricing may be subject to change prior to order acceptance.

Prices may change due to manufacturer or supplier price increases, tariffs, duties, material surcharges, freight adjustments, market conditions, or other circumstances outside Orvian's reasonable control.

Any material pricing change occurring after quotation but before order acceptance will be communicated to the customer when reasonably practicable.

Unless specifically stated otherwise, quoted prices do not include applicable taxes, expedited freight, special handling, duties, tariffs, installation, or other additional charges.

2. Order Acceptance

All orders are subject to acceptance by Orvian.

A customer purchase order does not constitute acceptance by Orvian until the order has been acknowledged, processed, or otherwise accepted.

Orvian reserves the right to reject or cancel an order because of:

• Product availability

• Pricing or typographical errors

• Manufacturer or supplier restrictions

• Credit concerns

• Minimum order requirements

• Export or regulatory restrictions

• Suspected fraud

• Circumstances outside Orvian's reasonable control

Terms contained in a customer's purchase order or other documentation that conflict with these Terms will not modify these Terms unless expressly accepted by Orvian in writing.

3. Product Information

Orvian makes reasonable efforts to provide accurate product descriptions, specifications, manufacturer part numbers, images, dimensions, and other information.

Manufacturer specifications and product designs may change without notice. Product images may be representative and may not reflect every configuration or revision.

Customers are responsible for confirming that the selected product is appropriate for their intended application before ordering, particularly when products involve technical specifications, compatibility, dimensions, materials, electrical requirements, pressure ratings, chemical compatibility, or safety-critical applications.

4. Customized & Special-Order Products

Customized, fabricated, modified, configured, cut-to-length, made-to-order, special-order, or customer-specific products may require additional lead time and may require advance payment or a deposit.

Customized products are non-returnable and non-refundable unless otherwise negotiated and agreed upon in writing.

Once production, fabrication, modification, or supplier commitment has begun, cancellation may not be permitted.

5. Payment Terms

Payment terms will be stated on the applicable quotation, sales order, invoice, or customer account agreement.

Unless Orvian has approved credit terms, payment may be required prior to shipment.

Approved customers may receive payment terms such as Net 30 or other negotiated terms at Orvian's discretion.

Orvian reserves the right to establish, modify, reduce, suspend, or revoke credit terms based on payment history, creditworthiness, order size, or other reasonable business considerations.

6. Late Payments

Invoices are due according to the terms stated on the invoice.

Past-due balances may be subject to a finance charge of up to 1.5% per month (18% annually), or the maximum amount permitted by applicable law, whichever is less.

The customer may also be responsible for reasonable costs incurred by Orvian in collecting past-due balances, including collection agency fees and reasonable attorneys' fees where permitted by law.

Orvian may suspend open orders, shipments, services, or credit privileges while an account remains past due.

7. Taxes

Customers are responsible for applicable sales, use, excise, or similar taxes unless a valid exemption or resale certificate has been provided and accepted.

Customers claiming tax-exempt status are responsible for providing appropriate documentation before invoicing when required.

8. Shipping & Delivery

Shipping and delivery dates provided by Orvian are estimates unless expressly guaranteed in writing.

Orvian will make reasonable efforts to meet requested delivery dates but is not responsible for delays caused by manufacturers, suppliers, carriers, material shortages, weather, labor disruptions, governmental actions, transportation interruptions, or other circumstances outside Orvian's reasonable control.

Partial shipments may be made when reasonably necessary unless otherwise agreed.

Freight, expedited shipping, special handling, hazardous-material charges, and other transportation costs may be added to the customer's invoice unless included in the quotation.

9. Inspection & Shipping Damage

Customers should inspect shipments promptly after delivery.

Visible shortages, incorrect products, or shipping damage should be reported to Orvian as soon as reasonably possible.

Customers should retain damaged products and packaging until the claim has been reviewed and should provide photographs or other documentation when requested.

Failure to promptly report shipping damage may affect Orvian's ability to pursue a carrier or supplier claim.

10. Returns

Returns are governed by the current Orvian Industrial Supplies Return & Exchange Policy and any additional terms stated on the applicable quotation or order.

Standard unused products may generally be considered for return within the applicable return period, subject to authorization.

Approved returns may be subject to a restocking fee of up to 25%, in addition to manufacturer, supplier, freight, or handling charges when applicable.

No merchandise should be returned without prior authorization from Orvian.

11. Non-Returnable Products

Unless otherwise negotiated in writing, the following may be non-returnable:

• Customized or fabricated products

• Made-to-order products

• Modified or configured products

• Cut-to-length products

• Certain special-order or non-stock products

• Used or installed products

• Products damaged after delivery

• Products missing original components or packaging

• Products designated as final sale

• Products prohibited from return by the manufacturer or supplier

12. Order Cancellations

Standard product orders may be cancelled prior to shipment when reasonably possible.

Special-order, customized, fabricated, configured, or made-to-order products may not be cancellable after Orvian has committed the order to a manufacturer or supplier.

Customers may be responsible for manufacturer cancellation charges, restocking charges, freight, engineering expenses, fabrication costs, or other non-recoverable costs resulting from a cancellation.

13. Manufacturer Warranties

Products supplied by Orvian may be covered by warranties provided by their respective manufacturers.

Unless Orvian expressly provides a separate written warranty, Orvian does not independently extend or modify the manufacturer's warranty.

When appropriate, Orvian will make reasonable efforts to assist customers with legitimate manufacturer warranty claims.

14. Limitation of Liability

To the maximum extent permitted by applicable law, Orvian will not be liable for indirect, incidental, special, punitive, exemplary, or consequential damages arising from the purchase, use, inability to use, failure, or delayed delivery of a product.

This includes, where permitted by law, loss of production, loss of profits, loss of revenue, loss of contracts, downtime, business interruption, or similar economic losses.

To the maximum extent permitted by law, Orvian's aggregate liability relating to a particular product, order, or transaction will not exceed the amount actually paid to Orvian for the product, service, or transaction giving rise to the claim.

Nothing in these Terms is intended to exclude liability that cannot legally be excluded.

15. Application & Product Selection

Unless Orvian has expressly agreed in writing to provide engineering or application-design services, recommendations, cross-references, substitutions, and product suggestions are provided as purchasing assistance and should not replace the customer's engineering review.

The customer is responsible for determining whether a product is suitable for the customer's equipment, operating environment, processes, regulatory requirements, and intended application.

16. Safety-Critical Applications

Products used in applications involving personal safety, hazardous materials, pressure systems, electrical systems, lifting, fall protection, fire protection, machinery guarding, life-supporting systems, or other safety-critical environments must be selected, installed, inspected, operated, and maintained by appropriately qualified personnel and in accordance with applicable manufacturer instructions, codes, regulations, and industry standards.

17. Force Majeure

Orvian will not be responsible for delays or failure to perform caused by events reasonably outside its control, including natural disasters, severe weather, fire, flood, war, terrorism, civil disturbance, labor disputes, transportation disruptions, government actions, cyber incidents affecting third parties, epidemics, pandemics, manufacturer shutdowns, raw-material shortages, supply-chain interruptions, utility failures, or carrier delays.

18. Intellectual Property

Manufacturer names, trademarks, logos, product names, photographs, specifications, and other intellectual property remain the property of their respective owners.

The sale of a product does not transfer any intellectual-property rights beyond those ordinarily associated with lawful ownership and use of the purchased product.

19. Confidential Information

Non-public pricing, quotations, sourcing information, technical documentation, customer information, and other confidential business information exchanged between Orvian and a customer should be treated as confidential when reasonably understood to be confidential or designated as such.

This provision does not apply to information that is publicly available, independently developed, lawfully obtained from another source, or required to be disclosed by law.

20. Resale & Compliance

Customers are responsible for complying with laws and regulations applicable to the purchase, possession, resale, export, re-export, installation, and use of products purchased from Orvian.

Orvian reserves the right to refuse transactions that may violate applicable export controls, sanctions, manufacturer restrictions, or other legal requirements.

21. Fraud & Misrepresentation

Orvian reserves the right to cancel or refuse orders reasonably believed to involve fraudulent payment information, identity misrepresentation, unauthorized resale activity, false exemption documentation, unlawful activity, or other material misrepresentation.

22. Governing Law

These Terms and transactions with Orvian will be governed by the laws of the State of Indiana, without regard to conflict-of-law principles, unless otherwise required by applicable law or expressly agreed in writing.

Any dispute will be handled in an appropriate court having jurisdiction in Indiana unless the parties agree to another dispute-resolution procedure in writing.

23. Negotiated Customer Agreements

Orvian recognizes that industrial and commercial customers may require individually negotiated purchasing terms.

Pricing agreements, blanket purchase orders, stocking programs, volume agreements, return arrangements, payment terms, freight programs, customized-product terms, and other commercial arrangements may be negotiated separately.

Where Orvian expressly accepts different terms in a written agreement, those specifically negotiated terms will control over conflicting provisions of these general Terms.

24. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law.

25. Changes to These Terms

Orvian may update these Terms periodically. The version applicable to a transaction will generally be the version in effect when the applicable order is accepted unless otherwise agreed in writing.

26. Entire Agreement

These Terms, together with the applicable quotation, order acknowledgment, invoice, written agreement, and any expressly incorporated Orvian policies, constitute the terms governing the applicable transaction.

No verbal representation, prior discussion, or informal communication will modify these Terms unless the modification is confirmed and accepted by Orvian in writing.

Orvian Industrial Supplies, LLC

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