Effective: June 15, 2023
Last Updated: January 1, 2026
1. Offer; Acceptance
These Terms and Conditions of Sale as may be amended from time to time (collectively, “Terms”) define the relationship of Buyer and Superior Manufacturing, a Michigan corporation or its affiliate as identified in the applicable Order (the “Seller”) and apply to any and all sales of goods and/or services (“Products”) by Seller to Buyer. Buyer hereby acknowledges and agrees that these Terms are incorporated in, and are a part of, each quotation, purchase order, sales order, acknowledgment, invoice, release, requisition, work order, shipping instruction, specification, and any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale of Products by Seller to Buyer.
These Terms do not constitute an acceptance of the terms and conditions set forth in any purchase order or purchase order revision (“Order”), offer, or proposal made by Buyer. These Terms supersede all prior agreements, orders, quotations, proposals, and other communications regarding the Products covered by any Order. Any reference to Buyer’s Order is solely to incorporate the description or specifications of Products, but only to the extent they do not conflict with these Terms.
Any additional or different terms proposed by Buyer are expressly rejected and shall not become part of the agreement. Execution by Seller of any document submitted by Buyer does not constitute acceptance of Buyer’s terms. Buyer’s acceptance of delivery of Products constitutes acceptance of these Terms to the exclusion of any additional or different terms.
These Terms are available at https://ordersuperior.com/terms-and-conditions/ and may be revised from time to time. Buyer acknowledges that Seller’s posting of updated Terms constitutes reasonable notice, and Buyer’s continued submission of Orders or acceptance of Products after such posting constitutes acceptance of the revised Terms.
2. Term of Order
Unless governed by a master supplier agreement that expressly supersedes these Terms, Seller’s obligations extend only to specific Orders accepted by Seller. Blanket purchase orders are not accepted.
3. Invoicing; Pricing; Taxes
- Payment shall be made against Seller’s invoices without set-off. Seller may terminate any Order for late payment and recover all collection costs, including attorneys’ fees. Seller may require advance payment or security if Buyer’s financial condition does not justify continued performance. Buyer grants Seller a purchase money security interest in Products delivered and unpaid.
- Unless otherwise specified, payment terms are net thirty (30) days from delivery. Payment shall be made in U.S. dollars by wire transfer unless otherwise agreed in writing.
- Prices exclude shipping, handling, insurance, taxes, duties, tariffs, VAT, or other governmental charges.
- Delivery shall be Free Carrier (Incoterms® 2020) at Seller’s facility. Seller may select routing if applicable. Buyer bears responsibility for shipper claims, temperature control, delays, storage, or refusal to accept delivery.
- Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
4. Delivery; Risk of Loss
Delivery shall occur within a reasonable time after Order acceptance. Risk of loss and title pass to Buyer upon delivery to the carrier at Seller’s facility in accordance with Incoterms® 2020, unless otherwise agreed in writing.
5. Packaging; Marking; Shipping; Compliance
- Seller shall pack and ship Products in accordance with Buyer instructions and applicable laws.
- For Products produced under Seller formulas, Seller shall comply with applicable federal and state laws.
- Seller shall reimburse Buyer only for direct costs resulting from Seller’s noncompliance with Section 5(b).
- For Products produced under Buyer specifications, Buyer shall indemnify Seller for all resulting liabilities.
- For contract packaging services completed per Buyer instructions, Buyer assumes responsibility for label and regulatory compliance unless caused by Seller’s fault.
6. Inspection; Non-Conforming Products
Buyer shall inspect Products upon receipt and notify Seller in writing within thirty (30) days (ninety (90) days for latent defects). Failure to do so constitutes acceptance.
Any resale, commingling, repackaging, relabeling, or further processing of Products constitutes irrevocable acceptance and waiver of claims.
Seller’s sole obligation for verified non-conforming Products is replacement, credit, or refund at Seller’s option. Variations within ±5% shall not constitute non-conformance.
7. Limited Warranties
Seller warrants for sixty (60) days that Products conform to specifications and are free from defects in material and workmanship. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.
Seller’s sole obligation is replacement or refund. Warranties do not apply to misuse, alteration, or Buyer-provided materials.
8. Remedies and Limitation of Liability
Seller’s liability is limited to refund or replacement of Products. Seller shall not be liable for incidental, consequential, indirect, punitive, or special damages, including lost profits or recall costs. Seller’s aggregate liability shall not exceed amounts paid for Products during the preceding six (6) months.
These limitations apply notwithstanding failure of essential purpose and to the fullest extent permitted by law.
9. Indemnification
Buyer shall defend, indemnify, and hold harmless Seller from all claims, damages, losses, liabilities, penalties, fines, and expenses (including attorneys’ fees) arising out of or relating to Buyer’s specifications, formulas, labels, instructions, use, resale, or distribution of the Products, except to the extent caused by Seller’s gross negligence or willful misconduct.
10. Compliance with Laws
If Seller provides formulas, Seller shall comply with applicable laws in the state of manufacture. If Buyer provides formulas or labels, Buyer warrants compliance with all applicable laws. Sections 7 and 8 apply to any breach.
11. Insolvency; Financial Review
Seller may terminate or modify Orders upon Buyer insolvency or failure to meet credit standards. Seller may review Buyer’s financial condition, maintaining confidentiality.
12. Termination
Seller may terminate all or part of any Order at any time and for any reason upon fourteen (14) days’ written notice to Buyer, unless otherwise agreed in a written master agreement signed by Seller.
13. Force Majeure
Performance delays caused by events beyond reasonable control are excused. Buyer’s financial inability is not force majeure.
14. Intellectual Property
Each party retains ownership of its intellectual property. Buyer grants Seller a limited license to use Buyer IP solely to perform under these Terms.
15. Product Containers
Returnable containers remain Seller’s property and must be returned empty. Buyer assumes all liability for misuse or disposal.
16. Governing Law; Jurisdiction; Arbitration
These Terms are governed by Michigan law. Except for collections or injunctive relief, disputes shall proceed through mediation, then binding arbitration under AAA rules in Oakland County, Michigan. Arbitration awards are final and confidential.
17. Entire Agreement; Modifications
These Terms constitute the entire agreement unless superseded by a written master agreement. Seller may modify Terms for future Orders by posting updates online.
18. Assignment
Buyer may not assign rights or obligations without Seller’s written consent.
19. Time Period for Claims
Any claim must be brought within one (1) year of accrual, with timely written notice, and Buyer must deposit any unpaid amounts with the tribunal.
20. Electronic Transactions; Data Security
Electronic Orders and communications are binding. Seller shall maintain commercially reasonable safeguards for non-public business information but is not liable for breaches caused by third-party platforms or service providers beyond Seller’s control.
21. Trade Compliance
Buyer represents compliance with applicable export controls, sanctions, and trade laws. Seller makes no representation regarding export eligibility.
