Terms & Conditions

1. General

These Terms and Conditions of Sale and Service ("Terms") govern all sales of products, equipment, parts, accessories, and related services — including installation, service, repair, maintenance, and system optimization — by Toolytics Industrial Inc. ("Company," "we," "us," or "our") to the buyer identified on any quote, purchase order, invoice, or service agreement ("Purchaser" or "you"). These Terms apply to all transactions involving industrial air compressors, dryers, air treatment systems, nitrogen/oxygen generators, piping and distribution systems, monitoring and control equipment, tanks, filtration components, and all related parts and accessories (collectively, "Equipment").

The Company shall not be bound by any contract or modification thereto until approved in writing by an authorized representative. Once approved, the contract supersedes all prior oral or written communications. Compliance with any local, state, or municipal laws relating to the location, installation, use, or operation of Equipment is the sole responsibility of the Purchaser.

2. Acceptance of Orders

All orders are accepted subject to, and expressly conditioned upon, Purchaser's agreement to these Terms. The Company's acknowledgment of a purchase order, agreement to ship, or actual shipment of Equipment does not constitute acceptance of any terms not set forth herein; such acts constitute a counteroffer on the Company's Terms only.

The Company reserves the right to reject any order at its sole discretion, including for credit risk, supply constraints, or regulatory compliance concerns. The Company also reserves the right to require a credit application and may extend credit at its sole discretion.

3. Quotations and Proposals

All quotations and proposals are firm for thirty (30) calendar days from the date of issuance unless a different period is expressly stated. After expiration, the Company reserves the right to re-quote at updated pricing. Clerical or typographical errors are subject to correction at any time prior to shipment.

Acceptance of a quote is expressly limited to the provisions set forth therein. No additional or different terms in Purchaser's purchase order or other communication shall be incorporated unless expressly agreed to in writing. Drawings, specifications, weights, and dimensions included in proposals are approximate and for general reference only. The Company reserves the right to make reasonable engineering changes that do not materially affect performance, form, or fit.

4. Taxes

Quoted prices do not include any federal, state, or local taxes, including property, license, privilege, sales, use, excise, or gross receipts taxes applicable to this transaction. Such taxes will be separately itemized on the applicable invoice. The Company will accept a valid, duly executed tax exemption certificate prior to invoicing. If such certificate is not recognized by the applicable taxing authority, Purchaser agrees to promptly reimburse the Company for any taxes the Company is required to pay on Purchaser's behalf.

5. Payment Terms

All amounts are due and payable in United States dollars per the terms set forth in the Company's invoices. Unless otherwise agreed in writing, standard payment terms are net fifteen (15) days from the date of invoice. Pro-rata payments apply as partial shipments are made.

If full payment on any invoice is not received when due, or if the Company determines Purchaser's creditworthiness is unsatisfactory at any time, the Company may, without incurring any liability:

• Impose a late service charge as described in Section 8;
• Modify or accelerate payment terms on any open or future orders;
• Withhold delivery of Equipment under any accepted order not yet shipped;
• Delay, recall, or reclaim shipments of Equipment in transit or already delivered;
• Place the account on credit hold and suspend all service, repair, and maintenance obligations until the account is brought current.

Security Interest. The Company retains a purchase money security interest in all Equipment sold hereunder — regardless of how Equipment may be attached to or integrated with real property or other property — until payment in full is received. Purchaser authorizes the Company to file a UCC-1 financing statement or any other document necessary to perfect this security interest and agrees to cooperate with all such filings.

6. Payment Schedule — Engineered and Customized Equipment

For all engineered, customized, or made-to-order Equipment, the following milestone payment schedule applies unless an alternative schedule is expressly agreed to in writing. Work will not commence, and Equipment will not be released for manufacturing or procurement, until the initial deposit is received and confirmed.

• 50% of total order value — Due upon submission and written approval of Purchaser's purchase order.
• 40% of total order value — Due upon Company's notification that Equipment is ready to ship.
• 10% of total order value — Due at Net-15 days from completion of installation and Equipment commissioning.

All payments must be in U.S. dollars. For orders exceeding $100,000, payment by wire transfer or ACH is required unless the Company provides prior written approval for credit card payment.

7. Payment Methods

A. Wire Transfer and ACH

Wire transfer banking information is provided only upon prior written approval. Contact [email protected] or (844) 310-8665 to request. Processing fees added to the applicable invoice:

• Domestic wire transfers: $18.00–$22.00 USD per transaction.
• International wire transfers: $22.00 USD per transaction.
• ACH / bank debit payments: No processing fee. Requires written authorization from Purchaser.

Payments are not considered received until funds are confirmed in the Company's account. The Company is not responsible for delays caused by banking institutions or intermediaries.

B. Credit Card

The Company accepts major credit cards (Visa, Mastercard, American Express, and Discover). A processing surcharge of 3% applies to all credit card transactions in both California and Nevada and will be disclosed on the invoice prior to processing. This surcharge applies to credit card transactions only — no surcharge is applied to debit card transactions.

Credit card payments on orders exceeding $100,000 require prior written approval. The Company reserves the right to decline credit card payment and require wire transfer or ACH for any order at its sole discretion. By providing credit card information, Purchaser authorizes the Company to charge the card for the full invoice amount plus applicable surcharge, taxes, and shipping charges. All credit card proceeds are captured at the time the order is placed or the invoice is approved, not upon shipment.

Purchaser agrees not to initiate a chargeback or payment dispute with its card issuer for Equipment delivered or services rendered in accordance with these Terms. An unauthorized chargeback constitutes a breach of these Terms, and Purchaser shall be liable for the full invoiced amount, applicable service charges under Section 8, and all costs and fees incurred by the Company in recovering the disputed amount.

8. Late Payment and Default

Late Service Charges

If any invoice is not paid in full by the due date, the Company will impose a service charge on the overdue balance:

• California: 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less, commencing from the invoice due date.
• Nevada: 1.5% per month (18% per annum) after a mandatory three (3) calendar day grace period following the invoice due date. The monthly charge will not exceed 5% in any single month, in compliance with Nevada Revised Statutes.

Service charges accrue until the full balance — including all accrued charges — is paid in full. Service charges are compounded monthly and are in addition to all other rights and remedies available to the Company.

Collections

Accounts with invoices unpaid for more than forty-five (45) calendar days from the invoice due date may be referred to a collection agency without further notice to Purchaser. If any invoice is referred to a collection agency, all collection agency fees, costs, commissions, and charges become the sole responsibility of the Purchaser. Once an account is placed with a collection agency, Purchaser will deal directly with that agency regarding the outstanding balance.

9. Order Cancellation

The Company reserves the right to cancel any accepted order at any time for any reason, including non-payment, credit concerns, or supply unavailability, without liability to Purchaser beyond refunding amounts paid less any costs incurred.

In the event Purchaser requests cancellation of a purchase order ("PO"), Purchaser shall pay a cancellation fee equal to the greater of: (a) 25% of the total PO value, or (b) the Company's actual direct costs incurred through the date of cancellation, plus a percentage of the PO value based on the proportion of time elapsed from PO date to originally scheduled shipment date:

Cancellation requests must be submitted in writing to [email protected] and are not effective until acknowledged in writing by an authorized Company representative. Initial deposits on engineered Equipment orders are non-refundable once manufacturing has commenced.

10. Price Adjustments and Surcharges

All prices are subject to automatic adjustment, without prior notice, by an amount equal to any price increases or surcharges imposed on the Company by its suppliers, manufacturers, freight carriers, or government authorities at any time between the Company's acceptance of an order and completion of delivery. Such adjustments may include, without limitation, increases in raw material costs, tariffs, customs duties, trade sanctions, and fuel surcharges. Failure to provide advance notice of a price adjustment shall not relieve Purchaser of the obligation to pay the adjusted price.

11. Delivery, Shipping, and Storage

Delivery Terms

Unless otherwise agreed in writing, all Equipment is delivered F.O.B. Point of Shipment (Company's facility or manufacturer's facility). Partial deliveries are permitted and may be separately invoiced. All shipping, freight, handling, insurance, and related charges are the sole responsibility of Purchaser and will be added to the applicable invoice.

Delivery dates are estimates only and shall not be construed as deadlines or as invoking "time is of the essence" unless the parties expressly agree in writing. The Company shall not be liable for any loss, damage, or delay attributable to causes beyond its reasonable control. Purchaser's receipt of Equipment constitutes a waiver of any and all claims for delivery delay.

Transit Damage

Risk of loss passes to Purchaser at the F.O.B. Point of Shipment. Equipment damaged during shipment cannot be returned to the Company. All claims for transit damage must be directed immediately to the transportation carrier upon delivery. The Company will assist Purchaser in documenting such claims but assumes no liability for damage occurring after the F.O.B. Point of Shipment.

Storage Fees

If Purchaser delays or extends the delivery date for any reason — including site unreadiness, lack of permits, or financing delays — Purchaser agrees to pay a storage fee of 1.5% of the total purchase order value per calendar month, or any fraction thereof (calculated on a per-diem basis), for the entire period delivery is extended. Storage fees are due within fifteen (15) days of invoicing. If a site is not ready or safe for installation upon arrival, the Company may reschedule and charge Purchaser for all remobilization costs plus applicable storage fees.

12. Title and Risk of Loss

Title to Equipment shall pass to Purchaser at the F.O.B. Point of Shipment, subject to the Company's retained security interest described in Section 5 until payment in full is received. Purchaser shall maintain, at its expense, adequate insurance covering Equipment against loss or damage from the time risk of loss passes through the date full payment is received by the Company. The Company shall be named as an additional insured on any such policy. Purchaser shall provide proof of insurance upon request.

13. Inspection, Acceptance, and Returns

Inspection and Acceptance

Purchaser shall inspect all Equipment within five (5) business days of receipt. Written notice of any visible defects, shortages, or non-conforming items must be submitted within that period. Failure to provide timely written notice constitutes acceptance of the Equipment as delivered and a waiver of any claims arising from visible defects or shortages. Claims for concealed damage must be submitted in writing within thirty (30) days of delivery.

Returns

Equipment may not be returned without a Return Merchandise Authorization ("RMA") number issued by the Company. Contact [email protected] or (844) 310-8665 to request an RMA. Standard stocked Equipment may be returned for credit within thirty (30) days of delivery, subject to:

• Return in original, unopened packaging and in new, unused, resalable condition;
• A restocking fee of 25% of the purchase price, deducted from any credit issued;
• All freight costs for the return are Purchaser's sole responsibility.

The following are non-returnable under any circumstances: engineered, customized, or made-to-order Equipment; electrical components, control panels, and special-order parts; lubricants, consumables, and opened service kits; Equipment purchased as "used" or "as-is"; and any Equipment that has been installed, operated, or altered.

14. Change Orders

No changes to the scope, specifications, quantities, design, or schedule of an accepted order or approved service work order shall be made without a written Change Order executed by an authorized representative of both parties. The Company shall not be obligated to perform any work outside the original agreed scope without an executed Change Order.

All Change Orders may result in adjustments to the contract price, payment schedule, and delivery or completion dates, as mutually agreed in writing. The Company reserves the right to decline any requested Change Order. If Purchaser verbally directs the Company to perform out-of-scope work and the Company proceeds in good faith, Purchaser agrees to pay for such work at the Company's then-current rates upon invoicing.

15. Installation Services

Site Preparation and Access

Purchaser is responsible for ensuring the installation site is prepared, accessible, structurally sound, and compliant with all applicable codes and regulations prior to the scheduled installation date. Purchaser must obtain all required permits and governmental approvals. Purchaser shall provide adequate site access, including parking, dock access, and a clear, unobstructed work area. Purchaser is responsible for providing a properly sized and code-compliant electrical supply unless separately agreed in writing.

Installation services do not include painting, structural modifications, concrete work, or construction activities outside the normal scope of mechanical installation, unless expressly included in the Company's written proposal.

Site Safety and OSHA

Purchaser is solely responsible for OSHA compliance and all applicable workplace safety requirements at its facility. The Company's personnel may refuse to begin or continue work in any condition they deem unsafe, at their sole discretion, without penalty or liability. Any refusal to work due to unsafe conditions shall not constitute a breach of contract. Purchaser agrees to immediately remedy any identified unsafe condition before work may resume.

Hazardous Materials

Purchaser must disclose, in writing and prior to the scheduled installation date, any hazardous materials, chemicals, biological agents, restricted zones, or special containment requirements at or near the installation location. Failure to provide such disclosure relieves the Company of any liability for harm resulting from undisclosed hazardous conditions. The Company reserves the right to decline work or charge additional fees for work performed in environments involving hazardous conditions not disclosed prior to scheduling.

Commissioning and Labor Warranty

Upon completion of installation, the Company will provide a commissioning report. Purchaser's signature constitutes acceptance of the installation and triggers the applicable warranty period under Section 19. Installation labor is warranted for ninety (90) days from the date of commissioning against defects in the Company's workmanship.

16. Service, Repair, and Preventative Maintenance

Where the Company provides service, repair, or preventative maintenance under a work order or service agreement, the following terms apply:

• All service charges, including labor rates, parts, and applicable trip or dispatch fees, are set forth in the applicable work order or service agreement executed prior to commencement of service.
• Standard service rates apply during normal business hours (Monday–Friday, 7:00 AM–5:00 PM Pacific Time). After-hours, weekend, and holiday service is billed at overtime rates as specified in the applicable work order.
• Purchaser must provide safe access to Equipment and adequate lighting, ventilation, and workspace. The Company reserves the right to refuse service in unsafe conditions per Section 15.
• Parts and materials used in service are billed at the Company's then-current rates. Purchaser authorizes the Company to procure and install replacement parts necessary to complete approved service.
• Service performed on Equipment not manufactured or distributed by the Company is provided on a best-effort basis. The Company makes no warranty regarding the continued fitness of third-party Equipment following service.
• Non-adherence to recommended preventative maintenance schedules may void applicable warranties. The Company is not liable for Equipment failure resulting from Purchaser's failure to adhere to recommended maintenance intervals.

All service is subject to Purchaser's signature on a completed work order upon completion, which acknowledges the services performed and authorizes payment of the invoice.

17. Environmental and Regulatory Compliance

The Company's service technicians are trained and, where applicable, certified in accordance with EPA Section 608 requirements for refrigerant handling. The Company will handle refrigerants in compliance with all applicable federal, state, and local environmental regulations during service.

Purchaser is solely responsible for the proper on-site storage, handling, and lawful disposal of all fluids, oils, condensate, refrigerants, filters, and other materials removed from Purchaser's Equipment during service. Purchaser shall ensure all such waste materials are managed in compliance with applicable environmental laws, including the Resource Conservation and Recovery Act (RCRA) and applicable California and Nevada hazardous waste regulations. The Company does not assume responsibility for disposal of waste materials generated on Purchaser's premises unless separately agreed in writing.

Purchaser is responsible for obtaining and maintaining all environmental permits, licenses, and approvals required for the operation of Equipment at its facility.

18. Mechanics Lien and Materialman's Lien Rights

In California, the Company's lien rights are governed by California Civil Code §8000 et seq. The Company may serve a Preliminary Notice and subsequently record a mechanics lien in the applicable county recorder's office. In Nevada, lien rights are governed by Nevada Revised Statutes Chapter 108. The Company may record a notice of lien with the county recorder in the county where the work was performed or the materials were delivered.

Purchaser shall not cause or permit any condition that would impair the Company's lien rights, including making payments to third parties that circumvent the Company's right to payment. Any waiver of lien rights by the Company must be in writing signed by an authorized officer and given only in exchange for payment in full of the applicable invoice.

19. Warranty

Company-Manufactured Equipment

The Company warrants that Equipment manufactured by it will be free from defects in materials and workmanship for twelve (12) months from the date of initial operation or eighteen (18) months from the date of shipment, whichever occurs first ("Warranty Period").

Authorized Distributor Equipment

Equipment sold by the Company as an authorized distributor or dealer (Chicago Pneumatic, Pneumatech, Mark Compressors, Powerex, Donaldson Filtration Solutions) carries the warranty provided by the applicable manufacturer. The Company will facilitate warranty claims with the manufacturer on Purchaser's behalf.

Warranty Process

To submit a warranty claim, Purchaser must: (a) notify the Company in writing at [email protected] within the Warranty Period, describing the defect in reasonable detail; (b) provide proof of purchase; and (c) demonstrate that Equipment has been stored, installed, operated, and maintained in accordance with Company and manufacturer specifications.

Warranty Remedies

Upon verification of a valid warranty claim, the Company will, at its sole option: (a) repair the defective Equipment or component; (b) replace the defective Equipment or component; or (c) issue a credit equal to the purchase price of the defective item. These remedies are Purchaser's sole and exclusive warranty remedies.

Warranty Exclusions

The warranty does not apply to: used, as-is, or refurbished Equipment; defects caused by improper storage, installation, operation, or maintenance; use of non-OEM parts, incorrect lubricants, or unapproved consumables; damage from corrosion, erosion, chemical exposure, moisture, or normal wear and tear; damage from accident, misuse, abuse, neglect, or unauthorized modification; power surges or improper electrical supply; Equipment operated beyond rated capacity; repairs made without prior written authorization; failure to adhere to recommended preventative maintenance schedules; or performance claims not expressly stated in the Company's written proposal.

20. Limitation of Liability

21. Indemnification

Purchaser agrees to defend, indemnify, and hold harmless the Company and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Purchaser's breach of any provision of these Terms;
• Purchaser's negligence, gross negligence, or willful misconduct;
• The installation, operation, maintenance, or use of Equipment by Purchaser or its personnel;
• Purchaser's failure to comply with applicable laws, codes, permits, or regulations;
• Purchaser's failure to disclose hazardous materials or site conditions;
• Any third-party claims arising from Purchaser's use or misuse of Equipment or services.

22. Intellectual Property

All drawings, designs, specifications, software, firmware, manuals, and proprietary technical data furnished or developed by the Company in connection with any order or service remain the exclusive property of the Company or its licensors. Purchaser receives only a limited, non-exclusive, non-transferable license to use such materials solely for the operation of the Equipment as intended. Purchaser shall not copy, reproduce, reverse-engineer, disassemble, modify, or distribute any Company intellectual property without prior written consent.

23. Confidentiality

Each party agrees to maintain in strict confidence all non-public, proprietary, or confidential information disclosed by the other party in connection with any order, proposal, or service engagement, and to use such information solely to fulfill its obligations hereunder. Confidential information includes, without limitation, pricing, technical specifications, business methods, and customer data. Neither party shall disclose confidential information to any third party without prior written consent, except as required by applicable law or court order. These obligations survive termination or expiration of any agreement for three (3) years.

24. Force Majeure

The Company shall not be liable for any delay or failure to perform due to circumstances beyond its reasonable commercial control, including fire, flood, earthquake, epidemic, pandemic, war, terrorism, governmental action, trade sanctions, tariffs, export controls, labor disputes, strikes, shortage of materials or transportation, or failure of carriers or sub-contractors. The Company will notify Purchaser promptly upon becoming aware of a Force Majeure Event. Affected orders will be fulfilled as soon as reasonably practicable. If the Company determines that Equipment will not become available within a reasonable time, it may cancel the affected order without liability beyond refunding amounts paid for undelivered Equipment less costs incurred.

25. Governing Law and Jurisdiction

These Terms and all related transactions shall be governed by the laws of the State of California, without regard to its conflicts-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Subject to Section 26, any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Los Angeles County, California. Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

26. Dispute Resolution

Before initiating any legal action or arbitration, the parties agree to attempt informal resolution. The complaining party shall provide written notice describing the issue in reasonable detail. The parties shall meet and confer in good faith within fifteen (15) business days. If the dispute is not resolved within thirty (30) days of the initial notice, either party may pursue binding arbitration administered by JAMS under its Streamlined Arbitration Rules, or litigation in the courts specified in Section 25, at the Company's election.

In any action or proceeding arising out of or relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and related legal expenses from the non-prevailing party.

27. General Provisions

A. Entire Agreement and Order of Precedence

These Terms, together with any accepted quotation, purchase order acknowledgment, invoice, or separately executed written agreement, constitute the entire agreement between the parties and supersede all prior representations, proposals, and agreements. In the event of conflict, the following order of precedence applies: (1) a separately executed master agreement signed by both parties; (2) a written quotation issued by the Company; (3) these Terms; (4) Purchaser's purchase order.

B. Modifications

The Company reserves the right to update these Terms at any time. Updated Terms are effective upon posting to toolyticsind.com/terms-and-conditions/ or upon written notice to Purchaser, whichever is first. Continued placement of orders or acceptance of services after the effective date constitutes Purchaser's acceptance of the updated Terms.

C. Severability

If any provision of these Terms is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible. Remaining provisions continue in full force and effect.

D. Waiver

The Company's failure or delay in enforcing any right under these Terms does not constitute a waiver. A waiver of any breach does not constitute a waiver of any subsequent breach. All waivers must be in writing signed by an authorized Company representative.

E. Assignment

Purchaser may not assign, delegate, or transfer any rights or obligations under these Terms without the Company's prior written consent. Any attempted assignment without consent is null and void. The Company may assign its rights and obligations to any affiliate, successor, or acquirer without Purchaser's consent.

F. Notices

All notices under these Terms must be in writing and delivered by personal delivery, certified U.S. mail (return receipt requested), reputable overnight courier, or email with written confirmation of receipt.

Toolytics Industrial Inc.
2201 N Lakewood Blvd STE D657
Long Beach, CA 90815

Email: [email protected]
Phone: (844) 310-8665
Hours: Monday–Friday, 8:00 am–5:00 pm PST

G. No Third-Party Beneficiaries

These Terms do not create any rights, claims, or benefits in any third party. No third party may enforce any provision of these Terms.

H. Photography and Marketing

The Company may photograph, record, or document completed installations, Equipment, and service work for use in marketing, portfolio, training, and promotional materials, unless Purchaser provides prior written objection. No Purchaser proprietary or confidential information will be disclosed in any such materials.

I. Substitute Equipment

In the event that specific Equipment is unavailable due to supply constraints, manufacturer changes, or Force Majeure, the Company reserves the right to substitute functionally equivalent Equipment of equal or greater specifications, with written notice to Purchaser. Purchaser may not unreasonably withhold acceptance of a substitution that meets the original performance specifications.

J. Survival

The following provisions survive termination, cancellation, or expiration of any order or agreement: payment obligations, security interest, mechanics lien rights, warranty disclaimers, limitation of liability, indemnification, intellectual property, confidentiality, and governing law.