Root Brothers Manufacturing & Supply Company – Terms & Conditions of Sale

Last Updated: April 4, 2025

These Terms & Conditions (“Terms”) govern all sales of goods and services by Root Brothers Manufacturing & Supply Company (“Root Brothers,” “we,” “us,” or “our”) to any purchaser (“Customer”). By placing an order with us, the Customer agrees to be bound by these Terms unless a separate written agreement signed by both parties states otherwise.

1 - Quotations & Orders

1.1 - All quotations are valid for thirty (30) days from the date issued unless otherwise stated in writing.
1.2 - Orders are subject to acceptance by Root Brothers and will be confirmed in writing or through an issued sales order.
1.3 - No order may be canceled or modified without our prior written consent. Cancellations may be subject to charges for materials, labor, and other incurred costs.

2 - Pricing

2.1 - Prices are quoted in U.S. dollars and are exclusive of applicable taxes, duties, and shipping unless otherwise stated.
2.2 - Root Brothers reserves the right to adjust prices prior to shipment to reflect changes in costs, provided notice is given to the Customer.

3 - Payment Terms

3.1 - Unless otherwise agreed in writing, payment terms are Net 30 days from the invoice date.
3.2 - Late payments are subject to a finance charge of 1.5% per month (or the maximum allowed by law) on the unpaid balance.
3.3 - Root Brothers reserves the right to suspend shipments or require prepayment if the Customer’s credit standing becomes unsatisfactory.
3.4 - In the event of a credit card chargeback, Root Brothers reserves the right to suspend future shipments and to invoice the Customer for any chargeback fees, penalties, or losses incurred. Customers agree to work with Root Brothers in good faith to resolve disputes before initiating chargebacks.

4 - Delivery & Risk of Loss

4.1 - Delivery dates are estimates and not guaranteed.
4.2 - All shipments are FOB Origin. Risk of loss transfers to the Customer upon delivery to the carrier, including customer-routed shipments. Customers who designate their own carrier assume all liability once the order is tendered to that carrier.
4.3 - Root Brothers is not liable for delays beyond our reasonable control, including but not limited to labor shortages, material shortages, or global supply chain disruptions.

5 - Inspection & Acceptance

5.1 - Customer must inspect goods upon receipt and notify Root Brothers of any shortages, defects, or nonconformities within five (5) business days.
5.2 - Failure to notify within this period constitutes acceptance of the goods as delivered.

6 - Warranty

6.1 - Root Brothers warrants that goods supplied will conform to agreed specifications and be free from material defects in workmanship for 90 days from the delivery date unless otherwise stated.
6.2 - This warranty does not cover normal wear and tear, misuse, improper storage, or modifications not authorized by Root Brothers.
6.3 - THE ABOVE WARRANTY IS EXCLUSIVE, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

7 - Returns

7.1 - No goods may be returned without prior written authorization.
7.2 - Authorized returns must be shipped prepaid and may be subject to a restocking charge.

8 - Limitation of Liability

8.1 - Root Brothers’ total liability for any claim arising out of the sale of goods or services shall not exceed the purchase price paid for the specific goods or services giving rise to the claim.
8.2 - In no event shall Root Brothers be liable for indirect, incidental, consequential, or special damages, including loss of profits, regardless of the cause.

9 - Compliance

9.1 - Customer agrees to comply with all applicable laws, including export control regulations.
9.2 - Customer is responsible for obtaining any necessary licenses or permits for the resale or use of our products.

10 - Governing Law

10.1 - These Terms are governed by the laws of the State of Indiana. Any disputes shall be resolved in the state or federal courts located in Lake County, Indiana.

11 - Entire Agreement

11.1 - These Terms, together with any written agreements between the parties, constitute the complete and exclusive statement of the agreement between Root Brothers and the Customer and supersede all prior proposals, understandings, or agreements.