TERMS AND CONDITIONS OF SALE

1. TERMS AND CONDITIONS: Products and services (the “Deliverables”) furnished by Infernoware, LLC (“Infernoware”) are sold only on the terms and conditions stated herein. These Terms and Conditions of Sale may not be amended or any provision thereof waived in any way except by an instrument in writing signed by both parties.
2. ORDERS: All orders shall be subject to acceptance by Infernoware at its home office in Ann Arbor MI,
3. QUOTATIONS AND PRICES: Infernoware’s prices and quotations are subject to the following:
   • All published prices are subject to change without
   • Unless otherwise stated in writing by Infernoware, all prices quoted shall be exclusive of transportation, insurance, taxes (including, without limitation, any sales, use or similar tax), license fees, customs fees, duties and other charges related thereto, and Customer shall report and pay any and all such shipping charges, premiums, taxes, fees, duties and other charges related thereto and shall hold Infernoware harmless therefrom, provided that, if Infernoware, in its sole discretion, chooses to make any such payment, Customer shall reimburse Infernoware in full upon If claiming a tax exemption, Customer must provide Infernoware with a valid tax exemption certificate.
   • Stenographical, typographical and clerical errors are subject to
   • Prices quoted are for Deliverables only and do not include technical data, proprietary rights of any kind, patent rights, tests other than Infernoware’s standard tests, or packaging other than Infernoware’s normal domestic commercial packaging, unless expressly agreed to in writing by Infernoware.
   • Published weights and dimensions are approximate only. Certified dimension can be obtained upon request. Manuals, programs, listings, drawings or other documentation required hereunder must be referenced specifically.
4. TERMS OF PAYMENT: Unless otherwise agreed in writing, and unless credit is granted, payment shall be in S. Dollars and is due in full prior to the scheduled date of shipment. All payments for Deliverables released and shipped on approved credit accounts shall be due in full 30 days from date of invoice therefor. Past due balances shall accrue interest at the rate of 1½% per month or the highest rate allowed by law, whichever is less. Partial shipments will be billed as made and payments therefor are subject to the above terms. Payment shall not be withheld for delay in delivery of required documentation unless a separate price is stated therefor and then only to the extent of the price stated for such undelivered documentation. Infernoware may cancel or delay work on or delivery of Deliverables in the event Customer fails to make prompt payment therefor, in the event of an arrearage in Customer’s account with Infernoware, or if, in Infernoware’s judgement, the financial condition of Customer at any time prior to delivery does not justify continuation of work on or shipment of the Deliverables.
5. WARRANTY AND EXCLUSIVE REMEDY: INFERNOWARE MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE USE OR APPLICATION OF THE DELIVERABLES. CUSTOMER ACCEPTS THE DELIVERABLES “AS IS.” THE SUITABILITY OF THE DELIVERABLES OR INTENDED USE SHALL BE THE SOLE RESPONSIBILITY OF CUSTOMER.

INFERNOWARE’S ONLY OBLIGATION AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM IN RESPECT TO THE DELIVERABLES SHALL BE FOR INFERNOWARE TO REPLACE ANY DEFECTIVE DELIVERABLE(S) SOLD OR TO REFUND THE ORIGINAL PURCHASE PRICE, AT INFERNOWARE’S DISCRETION, AFTER INFERNOWARE HAS DETERMINED THE DELIVERABLE(S) TO BE DEFECTIVE.

IN NO EVENT WILL INFERNOWARE’S AGGREGATE LIABILITY TO CUSTOMER FOR ALL DAMAGES RELATED TO ANY CLAIM FOR BREACH OF THESE TERMS, NON-DELIVERY OR PROVISION OF ANY DELIVERABLE(S) EXCEED THE TOTAL PRICE PAID BY CUSTOMER FOR THE DELIVERABLE(S). THIS LIMITATION OF INFERNOWARE’S LIABILITY SHALL CONTROL REGARDLESS IF THE FORM OF ACTION IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, CUSTOMER WAIVES, AND INFERNOWARE SHALL HAVE NO LIABILITY TO CUSTOMER FOR, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROVISION OF ANY DELIVERABLE(S).

6. SECURITY AGREEMENT (Conditional Sale) It is agreed by Customer and Infernoware that as to the Deliverables which are the subject of this contract of sale and all accessions thereto and proceeds thereof, a purchase money security interest shall attach with Infernoware as secured party, and with respect to Deliverables which are resold in any form by Customer, Infernoware shall be the assignee of any security interest which Customer retains or obtains in such Deliverables until Customer has made payment in full therefor in accordance with the terms hereof. Customer shall be in default if it fails to make any payment as provided for herein or if bankruptcy, receivership or insolvency proceedings are instituted by or against Customer or if Customer makes any assignment for the benefit of creditors. Upon Customer’s default, Infernoware shall have all the rights and remedies of a secured creditor as well as those of a Seller of goods, under the Uniform Commercial Code and other applicable law, including but not limited to the RIGHT TO TAKE POSSESSION of the Deliverables herein furnished. Infernoware may remedy any default and may waive any default without waiving the default remedied or without waiving any prior or subsequent default. Customer agrees to cooperate fully and assist Infernoware in perfecting and/or continuing Infernoware’s security interest and to execute such documents and accomplish such filings and/or recordings thereof as Infernoware may deem necessary for the protection of Infernoware’s interest in the Deliverables herein furnished. The making of this contract of sale by Customer and Infernoware shall constitute their signing of this Security Agreement.
7. TRANSPORTATION AND RISK OF LOSS: Transportation will normally follow Customer’s shipping instructions, but Infernoware reserves the right to ship Deliverables freight collect and to select the means of transportation and routing when Customer’s instructions are omitted or deemed unsuitable by Infernoware. Unless otherwise advised, Infernoware may insure the full value of the Deliverables or declare full value thereof to the transportation company at the time of delivery and all freight and insurance costs shall be for Customer’s account. All Deliverables are shipped FOB point of manufacturing. Title shall pass from Infernoware to Customer when Deliverables are loaded on the transportation company’s vehicle at the location of Infernoware’s manufacturing plant from which the Deliverables are shipped. Subsequent confiscation or destruction of or damage to Deliverables shall not release, reduce or in any way affect the liability of Customer therefor. Notwithstanding any defect or nonconformity, or any other matter, such risk of loss and/or damage shall remain in Customer until the Deliverables are returned at Customer’s expense to such place as Infernoware may designate in writing. Customer, at its expense, shall fully insure Deliverables against all loss and/or damage until Infernoware has been paid in full therefor, or the Deliverables have been returned, for whatever reason to Infernoware. All Deliverables must be inspected upon receipt and claims should be filed with the transportation company when there is evidence of shipping damage, either concealed or external.
8. PERFORMANCE: Infernoware will make all reasonable efforts to observe the dates it has indicated for delivery or other performance. However, Infernoware shall not be liable in any way because of any delay in performance hereunder due to acceptance of prior orders, technical difficulties, strike, lockout, riot, war, fire, act of God, accident, failure or breakdown of components or materials necessary for completion of the Deliverables, delays caused by any subcontractor, supplier or Customer, inability to obtain or substantial rises in the price of labor, materials or manufacturing facilities, curtailment of or failure to obtain sufficient electrical or other energy supplies, or compliance with any law, regulation, or order, whether valid or invalid, of any governmental body or any instrumentality thereof, whether now existing or hereafter created, or due to any unforeseen circumstances or causes beyond Infernoware’s control. Provided such delay is neither material nor indefinite, Infernoware’s performance shall be deemed suspended during and extended for such time as it is so delayed, and thereafter Customer shall accept performance hereunder. Delay in performance shall not be considered material or indefinite unless it exceeds or is reasonably estimated by Infernoware to exceed a period of six (6) months. In addition, Infernoware’s inventories and current production must be allocated so as to comply with applicable Government regulations. In the absence of such regulations, Infernoware reserves the right, in its sole discretion, to allocate inventories and current production and substitute suitable materials when, in its opinion, such allocation or substitution is necessary due to such circumstances or causes. No penalty clause of any kind shall be effective.
9. ACCEPTANCE OF DELIVERABLES: The furnishing by Infernoware of a Deliverables to Customer shall constitute acceptance of that Deliverables by Customer unless notice of defect or nonconformity is received by Infernoware within thirty (30) days of receipt of the Deliverables at Customer’s designated receiving address.
10. RETURN POLICY. In its sole discretion on a case-by-case basis, Infernoware will accept returns of unopened products within 30 days of invoice date. To initiate a product return, Customer shall request a Return Merchandise Authorization (RMA) via email at info@infernoware.net. Returns will only be accepted with an RMA number issued by Infernoware, and the RMA form must be included in the return packaging.  Customer shall carefully package the product in a suitable carton, and ship to the following address: Infernoware Returns, 4401 Varsity Dr., Suite A, Ann Arbor, MI  Customer is responsible for return shipping costs.  Infernoware is not responsible for lost or damaged return shipments.  A refund will be issued within 10 days of receipt and inspection of returned product.
11. ASSIGNMENT AND TERMINATION: Any assignment by Customer of any contract hereunder without the express written consent of Infernoware is void. No order may be terminated by Customer except by mutual agreement in writing. Terminations by mutual agreement are subject to the following conditions: (1) Customer will pay, at applicable contract prices, for all Deliverables which are completely manufactured and allocable to Customer at the time of Infernoware’s receipt of notice of termination; (2) Customer will pay all costs, direct and indirect, which have been incurred by Infernoware with regard to Deliverables which have not been completely manufactured at the time of Infernoware’s receipt of notice of termination, plus a pro rata portion of normal profit on the contract; and (3) Customer will pay a termination charge on all other Deliverables affected by the termination. Infernoware’s normal accounting practices shall be used to determine costs and other charges. To reduce termination charges, Infernoware will divert completed parts, material or work-in-progress from terminated contracts to other Customers whenever, in Infernoware’s sole discretion, it is practicable to do so.
12. SELLER’S COMPLIANCE AND REGULATORY LAWS. Infernoware makes no promise or representation that the Deliverables will conform to any national, provincial, federal, state or local laws, ordinances, regulations, codes, or standards.
13. INTELLECTUAL PROPERTY. Infernoware and/or its parent company Covaron, Inc. retains all right, title to, and interest in all intellectual property (including patents, copyright, design rights, know how, and trade marks) and materials (including all chemistry, compositions, reactions, plans, diagrams, specifications, designs, data, drawings and models) which are developed, designed or generated by Infernoware or Covaron, Inc. and contained in the Deliverables, even if incorporated into Customer’s products. Customer shall not challenge or take any position inconsistent with Infernoware’s or Covaron, Inc.’s ownership of such rights at any time. Customer shall not, without prior written approval of Infernoware, incorporate, describe, disclose, or otherwise refer to any Deliverables or any of Infernoware’s or Covaron, Inc.’s intellectual property, materials, or products in the claims or specification of any patent application in any jurisdiction worldwide regardless of any anticipated publication date(s) thereof.
14. CUSTOMER’S OBLIGATIONS. Customer agrees that (i) before ordering the Deliverables, Customer shall determine the suitability of the Deliverables for Customer’s intended use and shall assume all risk and liability whatsoever in connection with that determination; (ii) Customer shall use the Deliverables properly and according to Infernoware’s instructions, complying with all safety requirements; (iii) Customer shall not remove or change any instructions or warnings placed on the Deliverables, or remove or modify any safety devices installed by Infernoware; and (iv) Customer shall use, and install the products in accordance with all applicable laws and codes. Customer shall indemnify and hold harmless Infernoware, and, if so requested, defend Infernoware, from any and all costs, claims, damages, judgments and expenses (including reasonable attorney fees) suffered or incurred by Infernoware that arise out of, or as a result of or in connection with, any act, omission, or use of the Deliverables by Customer or its employees, agents, or customers, or any breach by Customer of these Terms. Customer shall notify Infernoware promptly, and in any event within thirty days, of any accident or malfunction involving the Deliverables which results in personal injury or damage to property and shall cooperate fully with Infernoware in investigating and determining the cause of such accident or malfunction.
15. REMEDIES FOR CUSTOMER’S DEFAULT. Infernoware shall have the option (without prejudice to any of its other rights against the Customer) by notice in writing to the Customer to cancel any order or to suspend delivery in the following events:
    • should any sum owing by the Customer to Infernoware be overdue;
    • should the Customer be in any breach of any term of the contract with Infernoware;
    • should the Customer enter into any arrangement with, or for the benefit of, its creditors or file a petition in bankruptcy, or have a receiver appointed over all or part of its assets, or if any order is made against the Customer for the preservation, safeguarding, or regulating the use of, the Customer’s property or assets; or
    • Infernoware determines in its sole discretion that the Customer is not creditworthy.

16. DISPUTES, GOVERNING LAW: All disputes under any contract concerning Deliverables not otherwise resolved between Infernoware and Customer shall be resolved in a court of competent jurisdiction in the State of Michigan, and in no other place, provided that in Infernoware’s sole discretion such action may be heard in some other place designated by Infernoware (if necessary to acquire jurisdiction over third persons), so that the dispute can be resolved in one action. Customer hereby consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof. No action, regardless of form, arising out of or in any way connected with the Deliverables furnished by Infernoware may be brought by Customer more than one (1) year after the cause of action has accrued. If any part, provision or clause of the terms and conditions of sale or the application thereof to any person or circumstances is held invalid, void or unenforceable, such holding shall not affect and shall leave valid all other parts, provisions, clauses or applications of the terms and conditions remaining and to this end the terms and conditions hereof shall be treated as severable. All contracts for the sale of Deliverables shall be construed under and governed by the law of the State of Michigan.

17. EXPORT: Unless an appropriate license, exemption, or similar authorization has been duly obtained to Infernoware’s satisfaction, Customer shall not, nor shall Customer authorize or permit its employees, distributors, customers, and/or agents (“Customer Representatives”) to export or re-export any of the Deliverables (including any information relating thereto) to any country specified as a prohibited destination in applicable U.S. laws and regulations, including the Regulations of the U.S. Department of Commerce and/or other government agencies. Also, if Customer chooses to export the Deliverables after its receipt from Infernoware, Customer or Customer’s Representatives will be considered the exporter of these goods, and not Infernoware. Customer is solely responsible for compliance with all export and import regulations. Infernoware must not be listed on any export documents. Customer agrees to defend, indemnify, and hold harmless Infernoware from and against any claim, loss, liability, expense, or damage (including liens or legal fees) incurred by Infernoware with respect to any of Customer’s export or reexport activities contrary to the foregoing instructions.

18. TERM: Customer’s obligations hereunder shall remain in full force and effect until such time as Customer requests and is granted in writing a release from Infernoware. Absent such a release, Customer’s obligations hereunder survive even mutual termination under Section 11.

19. SEVERABILITY: In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and these Terms and Conditions shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

2025.03.05 Rev A