Terms and Conditions

Terms and Conditions of Sale

Last updated: October 25, 2025

1. Applicability

These Terms and Conditions (these “Terms”) govern the sale of equipment, materials, products, or goods (collectively the “Goods”) and the provision of services (the “Services” and the Goods and Services shall collectively be referred to as the “Work”) by Vortex Companies, LLC, a Delaware limited liability company and its subsidiaries (including Quadex, LLC, Vortex Technology Group, LLC, Maxliner, LLC and Schwalm USA, LLC) (collectively, “Seller”), to the customer identified in a quotation, proposal, purchase order, invoice, or similar document (“Customer”). The accompanying quotation, proposal, purchase order, invoice, or similar document (the “Order” and collectively with these Terms, the “Agreement”) and any license agreement between the parties comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral regarding the sale of the Work on the Order. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. These Terms are expressly made a part of the Order. Notwithstanding anything to the contrary, these Terms shall not apply to sales of any Goods by United Felts, Inc. or United Wetout, LLC.

2. Use of Goods; Projects

The Goods shall only be used in accordance with Seller’s specifications. Upon Seller’s request, Customer shall provide the project name(s) and project owner(s) for which the Work is used for the purposes of maintaining Seller’s rights as a supplier (including any applicable bond and/or lien rights).

3. Delivery

1. Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to Seller’s facility (which location will be provided to Customer) (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods. Unless otherwise agreed to in writing by Seller, Customer shall take delivery of the Goods within seven (7) days of Seller’s notice that the Goods has been delivered to the Delivery Point. Customer shall be responsible for all loading costs.
2. If for any reason Customer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Customer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Customer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Customer picks them up, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
3. All delivery and/or completion dates(s) on the Work are estimates and time is not of the essence with the delivery of the Goods or completion of the Services. Customer hereby waives any claim against Seller for any losses, damages, delays, or loss of profits as a result, in whole or in part, of any delay in the delivery of the Goods or completion of the Services, even if Customer informs Seller that such losses and/or damages will occur. A delay in the delivery of the Goods and/or completion of the Services is not a breach of the Agreement and, in the event of such delays, the Agreement may not be cancelled or altered, deliveries cannot be rejected, and/or payments cannot be withheld without the written consent of Seller.

4. Shipping Terms

Unless otherwise set forth in an Order, delivery of the Goods shall be made FOB Delivery Point, and Customer shall be responsible for arranging shipping of the Goods from the Delivery Point to Customer’s facility at Customer’s sole cost, expense, and risk of loss. In no event shall Seller be liable for any delays, loss or damage in transit. Unless otherwise agreed to by Seller in writing, Customer is responsible for obtaining, at its own cost, any and all import/export licenses and other consents in relation to the Goods as are required from time to time and, if required by Seller, the Customer shall make those licenses and consents available to Seller prior to the relevant shipment.

5. Title and Risk of Loss

Title to the Goods remains with Seller until the Price has fully been paid. Risk of loss passes to Customer upon delivery of the Goods at the Delivery Point (regardless of the shipping terms). As collateral security for the payment of the Price, Customer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Customer 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.

6. Price

1. Customer shall purchase the Work from Seller at the price (the “Price”) set forth in the Order.
2. The Price is exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs and taxes; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.

7. Payment Terms

Unless otherwise set forth in an Order, Customer shall pay the Price upon receipt of an invoice from Seller, without any set-off, offset, abatement or deduction whatsoever in US dollars by ACH, wire transfer or check. Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month and the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees (including in-house counsel fees) and costs of enforcing any applicable liens. Payment of any late charge does not excuse Customer of any default under the Agreement.

8. Limited Warranty

1. Seller warrants to Customer that, for a period of one year from the date Seller delivers the Goods to the Delivery Point (“Goods Warranty Period”), such Goods will be free of manufacturing defects and that they have met Seller’s written technical performance specifications, subject in each case to Customer’s proper use, installation, and maintenance of the Goods. Seller warrants to Customer that, for a period of sixty (60) days from the date Seller completes the Services (“Services Warranty Period”), the Servies and/or any deliverables will be performed in a competent and professional manner in accordance with the generally accepted standards and practices of Seller’s industry. The Goods Warranty Period and the Services Warranty Period shall collectively be referred to as the “Warranty Period”.
2. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 8(a), SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH ANY PROJECT SPECIFICATIONS, OR PERFORMANCE OF THE GOODS, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
3. Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third-Party Products may also be required to operate or use the Goods as intended. There may be warranties from manufacturers of the Third Party Products, but Third Party Products are not covered by the warranty in Section 8(a), and Customer shall be responsible for any sums (including personnel expenses) expended by Seller due to or arising from the use or misuse of a Third Party Product. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY(e) COMPLIANCE WITH ANY PROJECT SPECIFICATIONS; OR (f) PERFORMANCE OF THE THIRD PARTY PRODUCT; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
4. The Seller shall not be liable for a breach of the warranty set forth in Section 8(a) unless: (i) Customer gives written notice of the defect, reasonably described, to Seller within seven days of the time when Customer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine the Work and Customer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Customer’s claim that the Work is defective. The limited warranty above does not apply where the Work has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any guidelines, instructions, specifications, and/or parameters issued by Seller, or used with any Third-Party Product, hardware, software or product that has not been previously approved in writing by Seller.
5. Subject to Section 8(d), with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Customer shall, at Seller’s expense, return such Goods to Seller. Subject to Section 8(d), with respect to any such Services during the Warranty Period, Seller shall, in its sole discretion, either: (i) reperform such defective Services or (ii) credit or refund the price of such Services at the pro rata contract rate.
6. THE REMEDIES SET FORTH IN SECTION 8(e) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 8(a).
7. In addition to the requirements set forth in Section 8(d), in the event Customer submits a warranty claim for defective Goods, the following criteria must be met for the claim on certain Goods identified by Seller to be deemed valid: (i) the Goods were applied by an applicator trained by Seller on material sampling and testing; (ii) the Goods were stored and mixed in accordance with Seller’s specifications; (iii) a Seller certified laboratory was utilized for testing; (iv) no evidence of non-compliant samples or testing exists, and (v) Customer has provided the batch number of the Goods. All third-party testing results shall be the property of Seller.
8. Notwithstanding anything to the contrary, in the event Seller is responsible for providing transportation of the Goods to a location other than Seller’s facility and Customer wishes to reject Goods damaged during transportation, the following conditions must be met: (i) Customer must take photographic evidence of the alleged damage taken at the Delivery Point, (ii) Customer must make a note of such damage on bill of lading, (iii) Customer must email photographs to Seller (and shipper) within 24 hours of receipt, and (iv) a claim form (with repair estimates, if the Goods are damaged) must be filed within 30 days. Goods damaged during transportation may not be claimed if this process is not followed.

9. Returns

Returns of undamaged Goods are not authorized. All sales are final. Any return of Goods is at the sole discretion of Seller, and Seller may impose restocking and other fees at its sole discretion.

10. Limitation of Liability

1. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, BUSINESS INTERRUPTIONS, BUSINESS AND/OR WORK INEFFICIENCIES, ARISING OUT OF OR RELATING TO ANY BREACH OF THE AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY CUSTOMER OR COULD HAVE BEEN REASONABLY FORESEEN BY CUSTOMER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY TO CUSTOMER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO TIMES THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE WORK SOLD UNDER ANY ORDER
3. The limitation of liability set forth in Section 10(b) above shall not apply to (i) liability resulting from Seller’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.

11. Insurance

During the term of the Agreement, upon request by Seller with respect to the purchase of certain Work, Customer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000 per occurrence, with financially sound and reputable insurers. Upon Seller’s request, Customer shall provide Seller with a certificate of insurance from Customer’s insurer evidencing the insurance coverage specified in the Agreement. The certificate of insurance shall name Seller as an additional insured. Customer shall provide Seller with 30 days’ advance written notice in the event of a cancellation or material change in Customer’s insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against Seller’s insurers and Seller.

12. Term and Termination

The term of the Agreement commences on the date of the Agreement and continues for the period of time set forth in the Order, unless and until earlier terminated as provided under the Agreement (the “Term”). In addition to any remedies that may be provided in the Agreement, Seller may terminate the Agreement with immediate effect upon notice to the other party, if the other party: (i) fails to pay any amount when due under the Agreement; (ii) has not otherwise performed or complied with any of the terms of the Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

13. Training

1. Customer may be required to receive training services from Seller for certain Goods as described in the Order (“Training Services”). Seller shall use reasonable efforts to meet any performance dates specified in the Order, and any such dates shall be estimates only. Customer acknowledges that Seller makes no warranty regarding the results to be attained by utilizing the Training Services.
2. Training Location and Goods. Seller shall provide all Training Services as described in the Order or otherwise provided in writing. Customer shall provide all personnel, equipment, and materials necessary to provide the Training Services (except for Seller Personnel).
3. Seller’s Obligations. Seller shall appoint (i) a Seller employee to serve as a primary contact with respect to the Agreement and who will have the authority to act on behalf of Seller in connection with matters pertaining to the Agreement, and (ii) Seller personnel, who shall be suitably skilled, experienced and qualified to perform the Training Services (the “Seller Personnel”).
4. Training Costs and Expenses. Fees for the Training Services are set forth in the Order and are separate from the Price. The payment terms set forth in Section 7 shall apply to the payment of fees and expenses for the Training Services as applicable.
5. NO WARRANTY. SELLER MAKES NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING TRAINING CLASSES OR USING TRAINING MATERIALS. TRAINING PROVIDER IS NOT RESPONSIBLE FOR THE PERFORMANCE OF ANY FIELD WORK AND IS NOT A SUBCONTRACTOR OR OTHER PARTY UNDER ANY AGREEMENT BETWEEN CUSTOMER AND ANY PROJECT OWNER. CUSTOMER SHALL FULLY INDEMNIFY SELLER FOR ANY LOSS, CLAIM OR DAMAGE ARISING FROM THE TRAINING SERVICES IN ACCORDANCE WITH SECTION 14.

14. Indemnification

Customer shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold harmless Seller and its sister companies and parent companies, as well as each of their respective officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under the Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party, relating to any claim of a third party or Seller arising out of or occurring in connection with the Work, the Training Services or Customer’s negligence, willful misconduct or breach of the Agreement. Customer shall not enter into any settlement without Seller’s or Indemnified Party’s prior written consent.

15. Precautionary UCC-1 Financing Statement

Customer authorizes Seller to file liens, claims on any related bonds, and/or precautionary Uniform Commercial Code (“UCC”) financing statements and other similar filings and recordings with respect to the Goods until the Price is fully paid. Customer agrees not to file any corrective or termination statements or partial releases with respect to any UCCs or other similar filings or recordings filed by Seller in connection with the Goods except (i) if Seller fails to file a corrective or termination statement or release on request from Customer after the expiration or earlier termination of the Agreement or (ii) with Seller’s consent.

16. Confidential Information

All non-public, confidential or proprietary information of Seller, including, but not limited to, technology, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Customer, 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 the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Customer shall promptly return all documents and other materials received from Seller. Seller 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 Customer at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party.

17. Force Majeure

Seller shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, named windstorm, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

18. Assignment

Customer shall not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under the Agreement. Seller may at any time assign, transfer or subcontract any or all of its rights or obligations under the Agreement without Customer’s prior written consent. The Agreement is binding on and inures to the benefit of the Parties to the Agreement and their respective permitted successors and permitted assigns.

19. Compliance with Law

Customer shall comply with all applicable laws, regulations and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Agreement, including, but not limited to those related to the transportation and use of the Goods.

20. Waiver

No waiver by Seller of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

21. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in the Agreement 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.

22. No Third-Party Beneficiaries

The Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.

23. Governing Law

All matters arising out of or relating to the Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. If any action at law or in equity is necessary to enforce or interpret the terms of the Agreement, including but not limited to actions to defend against claims made by the other party, the prevailing party shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which the party may be entitled.

24. Submission to Jurisdiction

Any legal suit, action or proceeding arising out of or relating to the Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Houston and County of Harris, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. THE PARTIES HEREBY WAIVE, RELINQUISH AND FOREVER FOREGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO AN ORDER OR THIS AGREEMENT

25. 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 on the face of the Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, email (with confirmation of receipt), nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, 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.

26. Severability

If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction,

27. Entire Agreement

The Agreement comprises the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral regarding the sale of the Work on the Order. All terms, conditions, and exclusions set forth in these Terms are incorporated into the Order. In the event of any conflict between the terms of the Order and the Terms, the terms of the Order shall control.

28. Survival

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Agreement including, but not limited to, the following provisions: Sections 8, 10, 11, 13, 14, 16, 23, 24, and this Section 28.

29. Amendments

These Terms may be amended at any time by Seller upon notice to Customer. Seller may post any amendments to its website, and such amendments shall be binding on Customer.

30. Cumulative Remedies

All rights and remedies provided in the Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

31. Electronic Acceptance

The parties consent to the use of electronic signatures, whether digital, scanned, typed, or otherwise affixed, as valid and binding execution of this Agreement and any related documents. Such electronic signatures shall have the same force and effect as an original handwritten signature.