Terms of Service - WENO MFG LLC.

WENO MFG LLC

STANDARD TERMS AND CONDITIONS OF SALE

Effective Date: June 16, 2026

Document No. WEMFG-L-009 Rev. 1

Rev. 1 revises the prior Standard Terms and Conditions of Sale (Version 1.0, effective March 17, 2026, published at wenomfg.com/terms-of-service/). Substantive changes: warranty period set to 30 days, expanded exclusions, discretionary post-warranty review, no-performance-guarantee clause, retention of title, buyer-caused-delay and bank-fraud provisions, order-of-precedence clause, and dispute resolution by AAA arbitration.

These Standard Terms and Conditions of Sale (“Terms”) apply to all quotations, order acknowledgments, invoices, and sales of goods by WENO MFG LLC (“Seller,” “WENO,” “we,” or “us”) to the purchasing party (“Buyer,” “Customer,” or “you”). By placing an order, accepting delivery of goods, or making payment, Buyer agrees to be bound by these Terms. These Terms are available at https://www.wenomfg.com/terms-of-service/ and are incorporated by reference into all Seller quotations, order acknowledgments, and invoices.

1. Definitions

“Goods” means all products, parts, components, assemblies, and materials manufactured, machined, or supplied by Seller, including precision blow molding components, grippers, stretch rods, blow needles, tooling, and related items.

“Order” means any purchase order, blanket order, release, or other written request for Goods submitted by Buyer to Seller.

“Specifications” means the drawings, engineering data, part numbers, tolerances, material requirements, and any other technical descriptions applicable to the Goods as agreed upon in writing by both parties.

2. Acceptance of Orders

2.1 All Orders are subject to acceptance by Seller. Seller may accept an Order by written acknowledgment, commencement of production, or shipment of Goods. No Order shall be binding upon Seller until accepted.

2.2 These Terms constitute the sole and complete agreement between the parties regarding the sale of Goods and supersede all prior or contemporaneous oral or written communications. Any terms or conditions contained in Buyer’s purchase order, acknowledgment, or other document that are additional to, different from, or inconsistent with these Terms are expressly rejected by Seller and shall not become part of the agreement unless specifically agreed to in writing and signed by an authorized representative of Seller.

2.3 Order of Precedence. In the event of any conflict among the documents governing a sale, the following order of precedence shall control, with the first-listed prevailing: (a) a separate written agreement signed by both parties; (b) Seller’s written order acknowledgment; (c) Seller’s accepted quotation; (d) these Terms; and (e) Buyer’s Order.

3. Quotations and Pricing

3.1 Unless otherwise stated in writing, all quotations are valid for thirty (30) calendar days from the date of issue.

3.2 Prices do not include applicable taxes, duties, freight, or insurance unless expressly stated. Buyer is responsible for all such charges.

3.3 Seller reserves the right to adjust pricing on unshipped portions of an Order if material, labor, or production costs increase materially after the date of quotation, including increases resulting from new or amended laws, tariffs, duties, or standards that take effect after the quotation date. Any such adjustment will be communicated to Buyer in writing prior to shipment.

4. Payment Terms

4.1 Payment terms are Net 30 days from the date of invoice unless otherwise agreed in writing. For new customers, Seller may require payment in advance, by credit card, or COD until credit has been established.

4.2 Invoices not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by California law, whichever is less, plus all costs of collection, including reasonable attorney fees.

4.3 Seller may suspend performance, require prepayment, or declare all outstanding amounts immediately due if Buyer fails to make timely payments.

4.4 Any change to Seller’s bank account or payment remittance information shall be effective only when confirmed by Buyer directly with Seller by telephone using a known contact number. Buyer assumes all risk of loss for any payment made to a fraudulent or unverified account.

5. Delivery and Shipping

5.1 Unless otherwise agreed in writing, all shipments are FOB Origin (Victorville, California). Title and risk of loss pass to Buyer upon delivery to the carrier at Seller’s facility, subject to Seller’s retention of title under Section 5.5.

5.2 Delivery dates are estimates only. Seller shall use commercially reasonable efforts to meet estimated delivery dates but shall not be liable for any damages, penalties, or charges resulting from delays in delivery.

5.3 Partial shipments are permitted. Each shipment may be invoiced separately.

5.4 Buyer-Caused Delay. If performance is delayed by Buyer’s acts or omissions, including late provision of Specifications, approvals, samples, or information, the delivery schedule shall be extended accordingly, Buyer shall remain obligated to pay in accordance with the originally agreed schedule, and Buyer shall reimburse Seller for reasonable resulting costs, including storage.

5.5 Retention of Title. Notwithstanding passage of risk of loss, Seller retains title to the Goods until Seller has received payment in full, including any accrued interest and costs.

6. Inspection, Acceptance, and Claims

6.1 Buyer shall inspect all Goods within ten (10) business days of receipt. Goods shall be deemed accepted unless Buyer provides written notice of rejection to Seller within this period, specifying the nature of the nonconformity in reasonable detail and including supporting photographic evidence.

6.2 Buyer’s use of the Goods in production or resale, or failure to provide timely written notice, shall constitute irrevocable acceptance of the Goods and an admission that the Goods were received in conforming condition.

6.3 Claims for shortages or transit damage must be reported to Seller in writing within five (5) business days of receipt and filed directly with the carrier as required, consistent with carrier claim deadlines.

6.4 Buyer may not return Goods without prior written authorization from Seller and a Return Material Authorization (RMA) number. Goods returned without an RMA number may be refused.

7. Cancellation and Changes

7.1 Orders for standard catalog items may be cancelled or modified by Buyer with written notice received by Seller at least five (5) business days prior to the scheduled ship date, subject to a restocking fee of up to fifteen percent (15%) of the Order value.

7.2 Orders for custom-manufactured, made-to-order, or non-standard Goods may not be cancelled or modified after acceptance without Seller’s written consent. If Seller consents, Buyer shall be liable for all costs incurred by Seller through the date of cancellation, including raw materials, work in progress, and reasonable overhead and profit.

7.3 Changes to Specifications, quantities, delivery schedules, or shipping methods requested after Order acceptance are subject to Seller’s written approval and may result in price adjustments, schedule changes, or additional charges.

8. Limited Warranty

8.1 Seller warrants that the Goods will conform to the applicable Specifications and will be free from defects in material and workmanship for a period of thirty (30) days from the date of shipment (“Warranty Period”). This warranty applies only to the original purchaser and is non-transferable.

8.2 Exclusions. This warranty does not apply to, and Seller shall have no obligation or liability for, any defect, damage, failure, or nonconformance resulting from or related to any of the following:

Normal wear and tear;
Improper, inadequate, or lack of maintenance of the Goods or the equipment in which they are installed;
Use of the Goods in equipment that is not in good operating condition, or that is itself worn, damaged, misaligned, or has not been properly maintained;
Misuse, abuse, negligence, or improper handling, storage, installation, or operation of the Goods or equipment;
Modification, alteration, retrofit, or unauthorized repair of the Goods or equipment;
Installation, removal, or reinstallation not performed by Seller or its authorized representatives;
Use of the Goods by unqualified, untrained, or improperly trained personnel;
Operation of the equipment outside of the conditions, parameters, or specifications recommended by the original equipment manufacturer;
Exposure to corrosive materials, abnormal temperatures, excessive vibration, or conditions not contemplated in the original design;
Any defect or damage caused by third-party parts, materials, or workmanship;
Any defect arising from designs, drawings, Specifications, samples, or information furnished by Buyer, where the Goods were manufactured in conformance with that input;
Non-conformance of Buyer’s product, preform, process, or packaging to the specifications defined beforehand, including production rate or dimensional tolerance; or
Any other cause beyond Seller’s reasonable control.

8.3 Remedy. Seller’s sole obligation and Buyer’s exclusive remedy shall be, at Seller’s option: (a) repair of the defective Goods, (b) replacement of the defective Goods, or (c) credit or refund of the purchase price paid for the defective Goods. Any Goods repaired or replaced under this warranty are covered only for the remainder of the original Warranty Period.

8.4 Claims Procedure. To make a warranty claim, Buyer must notify Seller in writing within the Warranty Period, provide a detailed description of the claimed defect, and, if requested, return the Goods at Buyer’s expense for inspection. Seller shall have the right to inspect the Goods and the equipment in which they were installed. Buyer shall be responsible for all costs of removal, shipping, reinstallation, and any associated downtime.

8.5 No Performance Guarantee. Seller does not warrant or guarantee that the Goods will achieve any particular production output, cycle time, efficiency, or performance level, as such results depend on the condition, maintenance, and operation of equipment not supplied or controlled by Seller.

8.6 Discretionary Review After Warranty Period. After the Warranty Period has expired, Seller may, at its sole and absolute discretion, review claims related to the Goods on a case-by-case basis. Any such review, or any assistance, repair, replacement, or credit provided by Seller after the Warranty Period, shall be considered a goodwill gesture only, shall not constitute an admission of defect or liability, and shall not create any obligation, extend or revive the Warranty Period for the affected Goods or any other or future Goods, or establish any precedent. Seller reserves the right to decline any such request for any reason or for no reason.

8.7 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY CALIFORNIA LAW.

9. Limitation of Liability

9.1 IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF PRODUCTION, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS, REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER SHALL NOT EXCEED THE TOTAL PURCHASE PRICE ACTUALLY PAID BY BUYER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

9.3 The limitations in this Section 9 shall apply to the fullest extent permitted by applicable law and shall survive the failure of essential purpose of any limited remedy.

10. Intellectual Property and Tooling

10.1 All designs, drawings, tooling, fixtures, patterns, and proprietary manufacturing processes developed or owned by Seller remain the exclusive property of Seller, even if Buyer has paid for or contributed to their development, unless otherwise agreed in writing.

10.2 Where Buyer provides designs, drawings, or Specifications, Buyer warrants that manufacture of Goods according to them will not infringe any third-party intellectual property rights, and Buyer shall indemnify Seller against any such claim.

11. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s non-public business, technical, and financial information received in connection with any Order, and shall not disclose or use it except as necessary to perform under these Terms. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known prior to disclosure, is independently developed, or is required to be disclosed by law.

12. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, fire, flood, war, terrorism, civil unrest, government actions, embargoes, labor disputes, supply chain disruptions, raw material shortages, transportation delays, utility failures, or cyberattacks. The affected party shall notify the other promptly in writing. If such an event continues for more than ninety (90) days, either party may terminate the affected Order without liability.

13. Indemnification

Buyer shall indemnify, defend, and hold Seller and its officers, directors, employees, and agents harmless from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorney fees, arising out of or related to Buyer’s use, resale, or distribution of the Goods; Buyer’s breach of these Terms; Buyer’s negligence or willful misconduct; or any claim that Goods manufactured to Buyer’s Specifications infringe third-party intellectual property rights.

14. Independent Contractor

The relationship between Seller and Buyer is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

15. Assignment

Buyer may not assign any Order or any rights or obligations under these Terms without Seller’s prior written consent. Seller may assign its rights and obligations to any affiliate or successor in interest. Any purported assignment in violation of this section shall be void.

16. Waiver

No waiver of any term shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any provision shall not be construed as a waiver of that provision or the right to enforce it later.

17. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

18. Governing Law and Dispute Resolution

18.1 These Terms and all disputes arising out of or related to them or the sale of Goods shall be governed by the laws of the State of California, without regard to its conflict of laws principles. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods (CISG).

18.2 Any dispute that cannot be resolved by good-faith negotiation within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in San Bernardino County, California, under its applicable Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

18.3 Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

19. Notices

All notices required or permitted under these Terms shall be in writing and deemed given when delivered personally, sent by confirmed email, sent by nationally recognized overnight courier, or sent by certified or registered mail, return receipt requested, to the addresses set forth on the applicable Order or quotation, or to such other address as a party may designate in writing. Seller’s address for notices: WENO MFG LLC, 15375 Anacapa Rd, Suite A, Victorville, CA 92392; Email: Sales@wenomfg.com; Phone: (760) 684-4139.

20. Entire Agreement

These Terms, together with any accepted quotation, order acknowledgment, or invoice issued by Seller, constitute the entire agreement between the parties regarding the sale of Goods and supersede all prior or contemporaneous agreements, negotiations, and communications. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

21. Survival

The provisions of Sections 4 (Payment), 5.5 (Retention of Title), 8 (Limited Warranty), 9 (Limitation of Liability), 10 (Intellectual Property and Tooling), 11 (Confidentiality), 13 (Indemnification), 18 (Governing Law and Dispute Resolution), and this Section 21 shall survive the completion, expiration, cancellation, or termination of any Order.

WENO MFG LLC

15375 Anacapa Rd, Suite A, Victorville, CA 92392