TERMS AND CONDITIONS OF SALE
CGIM, LLC (dba Cincinnati Gasket and Industrial Manufacturing)
Effective Date: August 24th, 2026
These Terms and Conditions of Sale (“Terms”) apply to every quotation, order acknowledgment, invoice, and sale of products and services (“Products”) by CGIM, LLC, an Ohio limited liability company doing business as Cincinnati Gasket and Industrial Manufacturing (“Seller,” “we,” or “us”), to the customer identified on the applicable order (“Buyer” or “you”). By submitting a purchase order, accepting a quotation, or otherwise directing Seller to proceed with work, Buyer agrees to be bound by these Terms, which take precedence over any conflicting terms in Buyer’s purchase order or other documents unless Seller agrees to the contrary in a signed writing.
1. Quotations & Orders
1.1. Quotations. Written quotations are valid for thirty (30) days from the date issued unless otherwise stated, and are subject to change without notice thereafter. Quotations do not constitute an offer to contract and are subject to Seller’s final written acceptance of Buyer’s order.
1.2. Orders. No order is binding on Seller until acknowledged in writing (including by email or formal order acknowledgment). Seller’s acceptance of an order is expressly conditioned on Buyer’s agreement to these Terms, notwithstanding any additional or different terms in Buyer’s purchase order, which are hereby rejected unless expressly agreed to in writing by Seller.
1.3. Specifications. Buyer is responsible for the accuracy and completeness of all drawings, specifications, quantities, and other information it provides. Seller is not liable for errors resulting from inaccurate or incomplete information supplied by Buyer.
2. Pricing & Payment Terms
2.1. Pricing. Prices are as stated in Seller’s quotation or invoice and do not include shipping, handling, insurance, duties, or applicable taxes, which are Buyer’s responsibility unless otherwise stated.
2.2. Payment terms. Unless otherwise agreed in writing, payment terms are net thirty (30) days from invoice date for Buyers with approved credit. New or non-credit-approved accounts may be required to pay by credit card, wire, or company check in advance, or cash on delivery (COD).
2.3. Deposits on custom orders. Custom and made-to-order Products may require a deposit of fifty percent (50%) of the total order value prior to the start of production, with the balance due prior to shipment or under separately agreed credit terms.
2.4. Late payment. Past-due invoices accrue interest at the rate of one and one-half percent (1.5%) per month (18% annually), or the maximum rate permitted by law if lower, until paid in full. Buyer is responsible for all reasonable costs of collection, including attorneys’ fees.
2.5. Credit hold. Seller may place any account on credit hold and suspend production, shipment, or delivery of any order (including orders unrelated to the past-due invoice) if Buyer’s account is past due, without liability for any resulting delay.
2.6. Taxes. Buyer is responsible for all sales, use, excise, and similar taxes associated with the order, unless Buyer furnishes a valid tax-exemption certificate acceptable to Seller.
2.7. Credit card surcharge. A surcharge may be added to the purchase price for payments made by credit card, to offset card processing costs, where permitted by applicable law.
3. Custom & Made-to-Order Products
3.1. Nature of custom work. Most Products sold by Seller are manufactured, machined, or fabricated to Buyer’s specifications and are not stock items. Approval of a sample, drawing, or first article confirms Buyer’s acceptance of the dimensions, materials, tolerances, and finish shown, and authorizes Seller to proceed with production.
3.2. Tolerances & variance. Industry-standard dimensional tolerances and quantity overrun/underrun of up to five percent (±5%) may apply to custom orders; invoicing reflects the quantity actually produced and delivered within this variance.
3.3. No right to cancel after production begins. Because custom Products cannot generally be resold to another customer, Buyer’s right to cancel or modify an order is limited as set forth in Section 4 below.
4. Order Changes & Cancellations
4.1. Change requests. Requests to change quantity, specifications, or delivery dates must be submitted in writing and are subject to Seller’s acceptance and any resulting adjustment to price and lead time.
4.2. Cancellation charges. Orders for custom or made-to-order Products may not be cancelled except with Seller’s written consent, and are subject to a cancellation charge based on the stage of the order at the time Seller receives the cancellation request, as set out below. Charges reflect materials committed, labor performed, and a reasonable margin, and Seller may in its discretion charge its actual documented costs if greater than the applicable percentage.
| Stage of Order at Time of Cancellation | Cancellation Charge (% of Order Value) |
|---|---|
| Before raw materials are ordered / production scheduled | 10% (administrative & processing fee) |
| After raw materials or components have been purchased or committed | 25% |
| After production has begun (cutting, machining, molding, fabrication, etc.) | 50% |
| After Product is substantially complete or ready to ship | 100% |
Standard, non-custom stock items may be cancelled without charge at any time before shipment.
5. Storage & Delivery Fees
5.1. Delivery. Delivery timing is an estimate only and is not guaranteed unless expressly agreed in writing. Seller is not liable for delays caused by circumstances beyond its reasonable control (see Section 9, Force Majeure).
5.2. Storage fees. If Buyer does not accept delivery, arrange pickup, or provide shipping instructions within ten (10) days after Seller notifies Buyer that a Product is complete and ready to ship, Seller may store the Product at Buyer’s risk and expense and invoice storage fees as follows:
| Time After Buyer Notified Product Is Ready | Storage Charge |
|---|---|
| Days 1–10 (grace period) | No charge |
| Days 11–30 | 1% of order value per week (or part thereof) |
| Days 31–90 | 2% of order value per week (or part thereof) |
| Beyond 90 days | Seller may invoice the order as shipped/complete, dispose of or resell the Product, and apply proceeds against amounts owed, without further notice. |
Seller’s invoice for the underlying order becomes due according to the payment terms in Section 2 regardless of whether Buyer has taken delivery.
6. Shipping, Title & Risk of Loss
6.1. Shipping terms. Unless otherwise stated in writing, Products are shipped Ex Works / FOB Seller’s facility (Cincinnati, Ohio). Title and risk of loss pass to Buyer upon Seller’s tender of the Product to the carrier, regardless of who arranges or pays for freight.
6.2. Freight & insurance. Freight, handling, and insurance charges are Buyer’s responsibility unless otherwise agreed in writing. Claims for shipping damage must be made directly to the carrier; Seller will reasonably assist Buyer in documenting such claims.
7. Returns & Warranty Claims
7.1. Custom Products. Because Products are manufactured to Buyer’s specifications, custom and made-to-order Products are not returnable and are non-refundable, except for Products that are defective or that do not conform to the agreed specifications (“Nonconforming Product”), as set out below.
7.2. Standard/stock items. Non-custom, catalog, or stock items may be returned within fifteen (15) days of delivery with Seller’s prior written return authorization (RMA), provided the item is unused, in its original packaging, and in resalable condition. Approved returns are subject to a twenty percent (20%) restocking fee, and Buyer is responsible for return freight.
7.3. Nonconforming Product. Buyer must inspect Products promptly upon receipt and notify Seller in writing of any claim that a Product is defective or nonconforming within fifteen (15) days of delivery, describing the claimed defect in reasonable detail. Seller’s sole obligation, and Buyer’s exclusive remedy, for a validly reported and confirmed Nonconforming Product is, at Seller’s option, to repair, replace, or issue a credit or refund for the affected Product. Claims not reported within this period are deemed waived.
7.4. Exclusions. Seller is not responsible for damage or nonconformance resulting from normal wear and tear, misuse, improper installation or storage, unauthorized modification or repair, or use outside the Product’s intended application.
8. Limited Warranty
8.1. Warranty. Seller warrants that Products will be free from material defects in materials and workmanship, and will conform to the specifications agreed in writing, for a period of ninety (90) days from the date of delivery, unless a different period is stated in Seller’s quotation.
8.2. Disclaimer. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller does not warrant that Products will be suitable for any particular application unless expressly agreed in writing.
9. Limitation of Liability
To the maximum extent permitted by law, Seller’s total liability arising out of or related to any order will not exceed the amount paid by Buyer for the affected Product. In no event will Seller be liable for lost profits, lost production, cover costs, or any indirect, incidental, special, or consequential damages, even if advised of the possibility of such damages.
10. Force Majeure
Seller is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic, war, terrorism, government action, labor disputes, supplier or carrier disruptions, or shortages of materials, energy, or transportation. Affected performance dates will be extended by a period equal to the delay.
11. Tooling, Dies & Fixtures
Unless otherwise agreed in writing, any tooling, dies, molds, fixtures, or patterns built or acquired by Seller for Buyer’s order remain Seller’s property, whether or not Seller separately charges Buyer for their cost, and are used at Seller’s discretion for the fulfillment of Buyer’s orders. Tooling is maintained at Seller’s facility and is not shipped to Buyer unless a separate written agreement so provides.
12. Confidential Information
Each party will protect the other’s non-public technical and business information disclosed in connection with an order using reasonable care, and will use it only to perform under these Terms, consistent with any separate non-disclosure agreement between the parties.
13. Compliance with Laws
Each party will comply with applicable laws and regulations in connection with its performance under these Terms, including applicable export control, environmental, and workplace safety requirements.
14. Governing Law & Disputes
These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or any order will be brought exclusively in the state or federal courts located in Hamilton County, Ohio, and each party consents to the personal jurisdiction of such courts.
15. General Provisions
15.1. Entire agreement. These Terms, together with Seller’s written quotation and order acknowledgment, constitute the entire agreement between the parties regarding the subject matter and supersede all prior discussions or agreements on that subject.
15.2. Amendment. These Terms may be updated by Seller from time to time; the version in effect at the time of order acceptance applies to that order. Any amendment to an existing order must be in writing signed by both parties.
15.3. Assignment. Buyer may not assign an order or these Terms without Seller’s prior written consent. Seller may assign its rights and obligations in connection with a sale, merger, or reorganization of its business.
15.4. Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.
15.5. No waiver. Seller’s failure to enforce any provision of these Terms is not a waiver of its right to do so later.