REFRACTORIES-WEST, INC.
STANDARD TERMS AND CONDITIONS OF SALE
January 1, 2026
1. Agreement
These terms and conditions ("Terms") govern all sales of goods ("Goods") and services ("Services") by Refractories-West, Inc., a Colorado corporation ("RWI") to the buyer ("Buyer"). RWI's acceptance of an order is conditioned on Buyer's agreement to these Terms. Buyer accepts these Terms by placing an order, accepting delivery, or allowing RWI to begin Services. RWI objects to and rejects any additional or different terms in Buyer's purchase order or other documents unless RWI agrees in a signed writing.
2. Quotes and Prices
Quotes are valid for 30 days unless stated otherwise and may be withdrawn before acceptance. Prices are subject to change for orders not confirmed in writing by RWI. RWI may correct clerical errors. Prices may be adjusted for changes in manufacturer pricing, freight, tariffs, surcharges, or raw material costs occurring between quote and shipment.
3. Payment
Payment is due net thirty (30) days from invoice date unless RWI's invoice or credit approval states otherwise. RWI may require prepayment, COD, or other security at any time. RWI may suspend or withhold shipments if Buyer is past due or RWI has reason to doubt Buyer's ability to pay and Buyer does not give adequate assurance. Amounts unpaid when due accrue interest at [1.5%] per month or the maximum rate allowed by law, whichever is less. Buyer pays RWI's reasonable costs of collection, including attorney fees. RWI may set off amounts owed to it. Payment is in U.S. dollars. Buyer may not withhold payment for disputed amounts except as required by law.
4. Taxes
Prices exclude sales, use, excise, and similar taxes, duties, tariffs, and fees. Buyer pays them unless Buyer provides a valid, complete exemption certificate before shipment. Buyer reimburses RWI for any such taxes RWI pays or is required to collect.
5. Shipment and Delivery
Unless the quote states otherwise, shipments are [EXW (Incoterms 2020) RWI's facility / FCA carrier]. Delivery dates are estimates. RWI will use reasonable efforts to meet them but is not liable for delay. RWI may ship in installments and invoice each separately; each installment is a separate sale. RWI may select the carrier and mode if Buyer's request is unavailable or unsuitable. RWI may deliver up to 5% more or less than the quantity ordered on products made to order or packaged in fixed units, and Buyer will pay for the quantity delivered. For international shipments, RWI is exporter of record only if agreed in writing; Buyer is importer of record.
6. Inspection and Claims
Buyer must inspect Goods and Services on receipt. Buyer must give RWI written notice of shortage, visible damage, or nonconformity within ten (10) days after delivery. Damage in transit must also be noted on the carrier's delivery receipt and claimed with the carrier. Claims for latent defects not discoverable by reasonable inspection must be made within 30 days of discovery and no later than the warranty period in §10. Buyer must hold claimed Goods unused and unaltered for RWI and manufacturer inspection. Goods may not be returned, reworked, or scrapped without RWI's written authorization. Failure to give timely notice is acceptance and waiver of the claim. Inspection or a claim does not delay payment of undisputed amounts.
7. Orders, Changes, and Cancellation
Orders are not binding on RWI until accepted in writing. Buyer may not cancel or change an order without RWI's written consent. For special-order, custom, or fabricated Goods, cancellation is not permitted once RWI has ordered materials or begun work, and Buyer pays RWI's costs incurred plus a cancellation charge of 15%. Changes to scope, schedule, or specifications must be in writing signed by RWI; RWI may charge for evaluating and performing changes and may adjust price and schedule. Changes caused by new laws, tariffs, or regulations are treated as changes.
8. Returns
Only with the prior written consent of an authorized representative of RWI may Buyer cancel an order and return unused, undamaged Goods. RWI, in its sole discretion, may withhold consent for any reason, including resalability, shelf life, returning less than a full pallet, or any other reason. All returns are subject to a restocking fee of twenty percent (20%) of the purchase price of the entire order, plus any supplier restocking fee and freight RWI incurs. Buyer pays return freight and bears risk of loss until RWI receives the Goods. Credit is issued after inspection. Buyer may request Goods outside RWI's stock items, fabricated Goods, or Goods made to Buyer's specifications ("Custom Products"); Custom Products are not returnable and are excluded from this Section. Claims for defective or nonconforming Goods are governed by Sections 6, 10, and 11, not this Section.
9. Title; Security Interest
Risk of loss passes to Buyer on tender to the carrier. Title passes on full payment. Until paid in full, RWI retains a purchase money security interest in the Goods and proceeds, and Buyer authorizes RWI to file financing statements. Buyer will not encumber the Goods until paid. Buyer pays reasonable storage and handling charges for Goods RWI holds at Buyer's request or because Buyer did not accept delivery within [30] days after notice that the Goods are ready. After that period, RWI may terminate the order, resell the Goods, and charge Buyer for costs and any shortfall.
10. Limited Warranty
(a) RWI warrants that Goods it fabricates or supplies will, at delivery, conform to RWI's written specifications or Buyer's written specifications approved by RWI, and will be free from defects in material and workmanship for seven (7) months from delivery. RWI warrants that Services will be performed in a workmanlike manner. (b) For Goods manufactured by others, RWI passes through to Buyer the manufacturer's warranty, to the extent assignable, and makes no other warranty. RWI will reasonably assist Buyer in presenting a manufacturer warranty claim. (c) Technical advice, product selection, and application recommendations from RWI are informational only and are not a warranty; Buyer is responsible for determining suitability for its process and operating conditions. (d) No warranty applies if Goods are misused, improperly stored, installed, or heated up, or used outside recommended conditions or contrary to RWI's or the manufacturer's instructions, or if Goods are sold "as is." (e) EXCEPT AS STATED IN THIS SECTION, RWI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL STATEMENT, COURSE OF DEALING, OR USAGE OF TRADE CREATES A WARRANTY.
11. Remedies
For Goods or Services that RWI confirms are defective or nonconforming under §10, RWI will, at its option, repair or replace the Goods, re-perform the Services, or refund the price paid. These are Buyer's sole and exclusive remedies for defects or nonconformity. RWI is not responsible for removal, reinstallation, downtime, or installation costs of defective Goods unless agreed in writing.
12. Variation
Except as agreed in a writing signed by RWI, Goods and Services are furnished in accordance with RWI's and the manufacturer's standard practices. Normal industry variations in dimensions, weight, color, composition, physical properties, surface and internal condition, and test tolerances are not defects. Refractory products may vary by lot.
13. Limitation of Liability
RWI's total liability for any claim relating to the Goods or Services, whether in contract, warranty, tort, or otherwise, will not exceed the price paid for the specific Goods or Services at issue. TO THE FULLEST EXTENT PERMITTED BY LAW, RWI IS NOT LIABLE FOR LOST PROFITS, LOSS OF USE OR PRODUCTION, DOWNTIME, DELAY, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. Claims must be brought within [twelve (12)] months after delivery or performance or as required by law. Nothing in these Terms limits liability that cannot be limited by law.
14. Fabrication, Installation, and Project Work
(a) Goods fabricated to Buyer's drawings or specifications are made to those specifications; Buyer is responsible for their accuracy and suitability and indemnifies RWI for third-party intellectual property claims arising from them. (b) Installation, removal, and on-site Services are governed by these Terms unless a separate written contract signed by RWI applies. (c) Buyer will provide safe site access and site safety information, and will be responsible for conditions at its site. (d) RWI may send personnel to observe installation of Goods; observation does not make RWI responsible for Buyer's installation or work.
15. Intellectual Property; Confidentiality
RWI retains all rights in its designs, drawings, specifications, pricing, customer lists, and other non-public information, which Buyer may use only to purchase and use the Goods and Services and may not disclose to third parties without RWI's written consent. Buyer returns such materials on request. RWI may seek injunctive relief for breach. Buyer grants no ownership of RWI's pre-existing work.
16. Indemnity
Buyer will indemnify and defend RWI against third-party claims, and related losses and reasonable attorney fees, to the extent arising from (i) designs, specifications, or instructions Buyer furnishes, (ii) Buyer's misuse or modification of the Goods, or (iii) Buyer's violation of law or these Terms.
17. Termination and Suspension
RWI may suspend performance or terminate any order on written notice if Buyer breaches these Terms or any other agreement with RWI, fails to pay when due, becomes insolvent or subject to bankruptcy, receivership, or assignment for the benefit of creditors, or ceases business in the ordinary course. Buyer remains liable for amounts owed and for costs under §7.
18. Force Majeure; Allocation
RWI is not liable for failure or delay caused by events beyond its reasonable control, including acts of God, fire, flood, accident, war, terrorism, civil unrest, epidemics, government action, embargoes, tariffs or trade restrictions, strikes, supplier failure or allocation, raw material shortages, and transportation or energy disruption. Buyer's payment obligations are not excused. If supply is limited, RWI may allocate available Goods among its customers in its discretion. Either party may terminate the affected order if the event lasts more than [60] days.
19. Compliance
Each party will comply with applicable laws, including export control, sanctions, and anti-corruption laws. Buyer will not resell or export Goods in violation of U.S. law and will provide end-use information on request. RWI may refuse or cancel any transaction it believes in good faith would violate law, without liability. Buyer will indemnify RWI for its violations.
20. Governing Law and Venue
These Terms and all related disputes are governed by the laws of the State of Colorado, without regard to conflict-of-law rules. Exclusive jurisdiction and venue are in the state and federal courts located in Pueblo, Colorado. The UN Convention on Contracts for the International Sale of Goods does not apply.
21. General
(a) Entire agreement: these Terms, RWI's quote or acknowledgment, and any signed credit agreement are the complete agreement and override Buyer's purchase order terms and prior understandings. If RWI's signed quote conflicts with these Terms, the signed quote controls for that item. (b) Amendments only in a writing signed by an authorized RWI officer. (c) No assignment by Buyer without RWI's written consent. (d) RWI may use subcontractors and third-party sources for Goods and Services. (e) No waiver by RWI of one breach is a waiver of another. (f) If a provision is unenforceable, the rest remains in effect. (g) No third-party beneficiaries. (h) Parties are independent contractors. (i) Notices must be in writing, sent by hand, courier, or certified mail to the address on the order or invoice, and are effective on receipt. (j) Sections on payment, title, warranty limits, liability, confidentiality, indemnity, and governing law survive termination. (k) These Terms are not construed against RWI as drafter. (l) Catalogs, brochures, and website content are for information only. (m) Country-of-origin, content, or qualification requirements bind RWI only if agreed in writing at the time of order.