Terms & Conditions

1. DEFINITIONS.  “Accelevation” and/or “Seller” means Accelevation LLC and any of its wholly owned subsidiaries, including but not limited to Conatech, LLC, Instor Solutions, and Southeast Tool Co., Inc. “Buyer” means the individual, corporation, or other legal entity submitting an order to Seller for Goods or Services. “Terms” means these Terms and Conditions. “Purchase Order” or “Order” means Buyer’s expressed desire, whether written or oral, to purchase Goods and/or Services from Seller. “Goods” means all products, materials, and related services that Buyer desires to purchase from Seller. “Services” shall be any labor performed by or on behalf of Seller for Buyer’s benefit. “Sales Order Acknowledgement” shall be any document or electronic communication issued by Seller acknowledging any Order by Buyer, including Buyer’s acceptance of Seller’s Proposal.  “Proposal” shall be any proposal for the sale of Goods and/or Services to Buyer.  “Notice to Proceed” and/or “NTP” means Notice to Proceed, which is a written communication issued by Buyer to Seller to proceed with processing its Order.  “Blanket Purchase Order” means a multiple delivery scheduled purchase order longer than 30 days. “Kit” means that Buyer has provided some or all of the materials required in connection with the Order. “Turnkey” means Seller shall purchase all materials to Buyer’s specifications or bill of materials all as set forth in the Sales Order Acknowledgement.

2. ACCEPTANCE. Unless there is a separate written and signed agreement between the Parties (such as a Master Sales Agreement), these Terms, which shall be deemed accepted by Buyer, following the issuance of a Sales Order Acknowledgement by Seller for Buyer’s Order, are the only terms that govern the sale of the Goods and/or Services by Seller to Buyer.  Unless any specific term is specifically disclaimed in Buyer’s Order and explicitly accepted in writing by Seller and communicated in the Sales Order Acknowledgment, these Terms comprise the entire agreement between Buyer and Seller, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Submission of an NTP by Buyer to Seller shall also serve as Buyer’s explicit acceptance of these Terms.  These Terms prevail over any of Buyer’s general terms and conditions of purchase, regardless of whether or when Buyer has submitted its Purchase Order or appended such terms to any other documentation. No course of performance, course of dealing, or usage of trade shall be used to modify, interpret, or supplement these Terms. Seller’s failure to object to any provision contained in any communication from Buyer shall not be construed as a waiver of these Terms or acceptance of Buyer’s terms/conditions. Fulfillment of Buyer’s Order does not constitute acceptance of any of Buyer’s terms/conditions and does not serve to modify, supplement, negate, or amend these Terms. 

3. PRICE. Unless specified otherwise in writing and signed by Seller, the prices and charges stated in the Proposal or Sales Order Acknowledgement will not be adjusted by Seller. However, the prices and charges are subject to increase via Change Order in the event: (i) Seller is not provided dock access for delivery of Goods, (ii) Goods are required to be double-handled based upon Buyer’s site conditions, (iii) Seller incurs storage costs, and/or (iv) Seller incurs additional expenses because the delivery of Goods or performance of Services must be done outside of normal 7am-5pm hours.  Tariffs, sales, and other similar taxes that Seller is required to pay under applicable laws and regulations with respect to the Goods, excluding taxes based on Seller’s income, are Buyer’s sole responsibility. Seller may adjust pricing at any time prior to shipment due to increases in tariffs, commodity, labor, material, logistics, regulatory or energy costs. Buyer shall be solely responsible for all such increases upon written notice from Seller. In the event of any material increase in raw materials, freight, tariff, labor, or other input costs (exceeding 5%), Seller reserves the right to adjust prices upon notice to Buyer.

4. PAYMENT. Payment terms are Net 30 days, FOB Miamisburg, OH. Seller may declare all outstanding invoices immediately due and payable if Buyer defaults on any payment. Seller may suspend performance under any agreement with Buyer in the event of nonpayment. Buyer agrees to pay the amount shown on invoices within 30 days. Unpaid amounts beyond 31 days from the invoice date shall be considered delinquent. Any payment not made when due shall be subject to interest to be paid by Buyer at the lesser of 1.5% per month or the highest rate permissible under applicable law. In the event of default, all outstanding amounts become immediately due and payable, and Seller may suspend performance of Services and/or withhold shipments of Goods. Accounts with unpaid amounts exceeding 60 days from the invoice date shall be subject to credit hold, stoppage of work, and/or termination. In addition to the late charges and interest, Buyer agrees to pay all out-of-pocket collection expenses incurred by Seller (including any attorney’s fees and other costs) in any legal proceeding or collections agency process should Buyer fail to make timely payments or if Buyer breaches any of Buyer’s other contractual obligations. Seller reserves the right to assess fees for returned checks covering administrative costs and bank charges.

5. BUYER’S OBLIGATION TO SUBMIT PURCHASE ORDER.  The submission of an NTP by Buyer to Seller shall be legally binding on Buyer and acceptance of these Terms.  However, Seller may—but is not obligated to—ship Goods or perform Services until Buyer issues Seller a Purchase Order or Blanket Purchase Order. Buyer shall submit to Seller a Purchase Order within five (5) business days of such a request by Seller. Failure to issue a Purchase Order within the prescribed timeframe may result in project delays and/or restocking fees to be determined at Seller’s discretion.   

6. FORCE MAJEURE. Seller will not be liable for delays in filling an Order or failure in the performance of any of its obligations caused by accidents; labor disputes; shortages of labor, materials, fuel or power; fires, floods, pandemics, or other acts of God; acts or omissions of Buyer; priorities required, requested, or granted for the benefit of the national or local government; restrictions imposed by national or local legislation or regulations; or any cause, whether similar or dissimilar to those enumerated in this section, including without limitation cease of production/operation by a company due to economic hardship, which is beyond the control of Seller.

7. QUALITY. Workmanship shall be performed to industry standards and appropriate Buyer specification level. Seller’s personnel have been trained and certified internally for work performed manufacturing and services rendered on-site.

8. DELIVERY SCHEDULE. From the date of the NTP or Sales Order Acknowledgement, Seller will require an approximate manufacturing period after receipt of the longest material lead time, or complete Kit receipt, for initial shipment. Delivery schedules remain established on a 30-day basis. Buyer SHALL NOT be allowed to delay a scheduled delivery within a 30-day window from either the established date agreed in the NTP/Sales Order Acknowledgement for 30 days from delivery of the longest lead item. Buyer’s request for a delivery delay that is not accepted in writing by Seller shall constitute a material breach. Seller shall have the right to invoice and require immediate payment for completed Goods and incurred storage fees. In the event Buyer requests delaying the scheduled delivery for more than 30 days beyond the original scheduled ship date, such request shall be submitted by an authorized Buyer representative requesting delay; Buyer agrees to pay all storage fees and prepay material costs resulting from such delay within fifteen (15) days of Seller’s submission of an invoice for said fees and costs. An Order’s delivery shall not be delayed by more than half the original delivery period. In the event of any request for quantity increase in connection with any Order, Buyer must communicate such request to Seller in writing. Seller may increase the quantity and adjust the cost, lead time, delivery, and/or other purchase order processing impacts with the option of requesting Buyer issue a new unique purchase order with the mutual understanding that processing conditions may not be identical to the original Purchase Order for the same Goods.

9. WARRANTY. Seller’s Warranty Policy can be found at:  www.accelevation.com/resources/warranty-policy. EXCEPT FOR THE WARRANTY SET FORTH THEREIN, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY IS SET FORTH IN THIS SECTION. UNDER NO CIRCUMSTANCES SHALL SELLER BE RESPONSIBLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM DEFECTIVE GOODS, INCLUDING COSTS OF REMOVAL, REINSTALLATION, TESTING, OR LOSS OF BUSINESS.

10. SHIPPING, FREIGHT, TITLE, AND RISK OF LOSS. Shipments are FOB factory, unless provided otherwise in writing and signed by both Parties. Freight charges may be pre-paid and charged at the time of invoice, or Seller may ship Goods on Buyer’s DHL, FedEx, or UPS account. Seller shall take reasonable precautions in the application of standard commercial practice to prevent damage or loss prior to shipment. Title and risk of loss passes to Buyer upon delivery of the Goods FOB Seller’s place of business and Buyer shall be solely responsible for maintaining any insurance against loss or damage in shipment. Seller shall have no obligation to ship Goods if Buyer is in default under any agreement between the parties. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Ohio Uniform Commercial Code.

11. EXCESS AND OBSOLETE MATERIAL (TURNKEY ASSEMBLY ONLY). Buyer is fully aware and will retain financial responsibility for excess material purchased by Seller to fulfill its contractual obligations. This includes excess or obsolete material due to customer bill of material changes. Seller shall practice appropriate inventory control and material requirements planning (MRP) based upon purchasing practices for the established Sales Order Acknowledgement quantities, however, there will be an associated “overage.” Overages are associated with any material not consumed within the Purchase Order period fulfillment and remain in “open” or partial containers or reels as determined by Seller. Unless otherwise agreed by Seller, excess or obsolete material shall be deemed to mean any such materials that are not subject to a Purchase Order by Buyer for a period of three (3) months after purchase by Seller. In addition, Buyer will be responsible for all Non-Cancelable/Non-Returnable (NCNR) materials placed on order by Seller. Any material overages not having additional Purchase Order coverage for future deliveries shall be invoiced at cost plus the determined margin for acquisition and handling and shall be paid within 30 days of invoicing by Seller. Material overages shall then be sent to Buyer after Purchase Order fulfillment. Any foreign purchased material shall be factored as the Landed Cost in final pricing.

12. INDEMNITY. Buyer will release, hold harmless, indemnify, and defend Seller from any liability (including without limitation liability for negligence or strict liability) claims, losses, suits, and costs resulting from the design of Goods supplied under the Sales Order Acknowledgement. Buyer shall also indemnify Seller from any third-party claims arising out of or related to the Goods once delivered, including but not limited to claims related to improper use, installation, or resale of the Goods. Seller will only purchase Brokered material if Buyer agrees, in writing, that Buyer retains all immediate and extended costs of both component and assembly burden due, but not limited to, counterfeiting, dysfunctional performance not conforming to specification requirements, quantity variations, or any other characteristic not allowing order fulfillment.

13. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY DAMAGES OVER THE PURCHASE PRICE OF THE SPECIFIC GOOD OR SERVICE GIVING RISE TO THE CLAIM FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS OR SERVICES UNDER ANY SALES ORDER ACKNOWLEDGEMENT, ORDER, INVOICE, OR NTP EXCEED THE TOTAL AMOUNT PAID TO SELLER FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.

14. TERMINATION. In addition to any remedies that may be provided under these Terms, Seller may terminate any Sales Order Acknowledgement with immediate effect for any reason, including for convenience, by written notice, without liability for unfulfilled Orders. Unless otherwise provided under this Sales Order Acknowledgement, Buyer may not terminate the Sales Order Acknowledgement without written consent from an authorized Seller representative. If Seller consents to such termination, reasonable termination charges, computed by Seller, will be assessed in connection with such termination. For the avoidance of doubt, Seller’s termination charges include, but are not limited to, the applicable price for the Goods Seller has completed manufacturing prior to the effective termination date, work in progress, materials purchased, and applicable labor costs.

15. RESTRICTION OF HAZARDOUS SUBSTANCES (ROHS). Purchase Order commodities requiring conformance to RoHS standards shall be Buyer’s sole liability including but not limited to component selection/ identification, performance capabilities, design standards, and application reliability. Seller shall manufacture Goods in accordance with Buyer’s specification and processing requirements to fulfill RoHS status.

16. NONDISCLOSURE. In consideration of the disclosure of Proprietary and Confidential information by the parties to each other, both parties agree that the information relating to requirements, processes, specifications, schedules, materials, financial data, and pricing exchanged between parties is hereby designated as Proprietary and Confidential whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Sales and may not be disclosed or copied unless authorized in advance by the other party in writing. Upon request, each party shall promptly return all Proprietary and Confidential materials received from the other party. Either party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the other party at the time of disclosure; or (c) rightfully obtained by the other on a non-confidential basis from a third party. The confidentiality obligations under this Section shall survive any expiration or termination of this agreement indefinitely.

17. NONCONFORMING GOODS. Buyer shall inspect the Goods within five (5) days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written and/or photographic evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in the Sales Order Acknowledgement; or (ii) product’s label or packaging incorrectly identifies its contents. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility in Miamisburg, Ohio. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point. Buyer agrees that the remedies set forth in this section are Buyer’s exclusive remedies for the delivery of Nonconforming Goods.

18. GOVERNMENT CONTRACTS. Buyer shall not resell Goods to any governmental authority or its respective agencies without Seller’s prior written approval. Unless otherwise separately agreed in writing between Seller and Buyer, no provisions required in any US government contract or subcontract related thereto shall be imposed upon or binding upon Seller, and Buyer agrees to indemnify and hold Seller harmless in this regard.  

19. COMPLIANCE WITH LAW. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, insurance, and permits that it needs to carry out its obligations under this Agreement.

20. RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of independent contractors. Nothing contained in these Terms Purchase Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

21. NO THIRD-PARTY RIGHTS. These Terms and any Purchase Order shall not be construed as granting any rights to any third party based on the theory of third-party beneficiary or otherwise.

22. GOVERNING LAW & VENUE. All matters arising out of or relating to these Terms or any Order shall be governed by laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, Action, or proceeding arising out of or relating to these Terms or any Order shall be instituted in the federal courts or state courts located in Montgomery County, Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any argument as to venue. Each party irrevocably waives the right to a trial by jury. Any dispute shall be resolved on an individual basis, and the parties waive any right to bring claims as a plaintiff or class member in any purported class or representative action.

23. NOTICES. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Sales Order Acknowledgement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail. Except as otherwise provided in these Terms, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

24. SEVERABILITY. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, it shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.  

(Effective 6/4/2025)