WHITE MULE GENERAL TERMS AND CONDITIONS OF SALE
VERSION DATE: 05/06/2026
1. Applicability.
(a) These general terms and conditions of sale (these “Terms”) govern all quotations (“Quotes”), order confirmations or acknowledgements (“Order Confirmations”), invoices (“Invoices”) and sales of goods (“Goods”) by White Mule Company (“Seller”) to the buyer named on the Quote, Order Confirmation, or Invoice (“Buyer”). In the event of any inconsistency among the transaction documents evidencing a sale, these Terms shall control, followed by the Invoice, Order Confirmation, and then the Quote. These Terms are available at www.whitemuleco.com (the “Website”) and are incorporated by reference into each Quote, Order Confirmation, Invoice, and sale of Goods. Buyer acknowledges that it has had the opportunity to review the Terms prior to purchasing any Goods. Collectively Buyer and Seller are referred to as the “Parties” and individually as “Party.” These Terms apply whether Seller’s document constitutes an offer or an acceptance, and regardless of any contrary or additional terms contained in Buyer’s purchase order or other documents.
(b) The Quote, Order Confirmation, Invoice, and these Terms (collectively, this “Agreement”) 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. This Agreement supersedes any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Seller expressly rejects Buyer’s general terms and conditions of purchase, whether submitted in response to a Quote, contained in a purchase order, or otherwise, and Seller’s issuance of a Quote or Invoice, performance of any obligations, or fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms. Acceptance of the applicable Quote, Order Confirmation, or sale of the Goods (as evidenced by Seller’s Invoice or Buyer’s payment or acceptance of delivery), including by conduct, by Buyer is a prerequisite to the purchase of the Goods and shall operate as an acceptance of these Terms which are expressly incorporated into the Quote, Order Confirmation, and Invoice. Notwithstanding anything herein to the contrary, if a written contract signed by both Parties is in existence covering the sale of Goods (“Master Agreement”), then (a) with respect to any goods expressly purchased and governed under the Master Agreement, the Master Agreement shall control to the extent of any inconsistency, and (b) with respect to any other goods not expressly governed by the Master Agreement, such goods shall be sold exclusively pursuant to these Terms (together with the applicable Quote, Order Confirmation, and/or Invoice), notwithstanding that these Terms may be attached to the Master Agreement as an exhibit or otherwise referenced therein.
(c) All Quotes are non?binding and are subject to withdrawal, revision, or expiration as stated in the Quote or, if none is stated, at any time prior to Seller’s issuance of an Order Confirmation or Invoice. Any acceptance of a Quote by Buyer (including by issuance of a purchase order) is expressly limited to acceptance of these Terms. Buyer’s acceptance of a Quote may be effected only by (a) Buyer’s written acceptance, (b) issuance of a purchase order referencing the Quote, or (c) acceptance of delivery of the Goods. Any such acceptance constitutes acceptance of these Terms.
2. Delivery. The Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order, subject to availability of the Goods. Delivery dates given by Seller are estimates only and are subject to shipping variations and requirements. Seller shall not be liable for any delays, loss, or damage in transit. Delivery of the Goods shall be made, at Buyer’s election, either F.O.B. Seller’s facility (point of shipment) or by Seller making the Goods available for pickup by Buyer or Seller’s designated third-party carrier at 2420 West Fourth Street, Ontario, OH 44906 (each, as applicable, the “Delivery Point”). All transportation, shipping, handling, loading, and insurance costs shall be the responsibility of Buyer. Buyer is responsible for fees associated with not taking timely delivery of the Goods, such as storage fees. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
3. Title and Risk of Loss. Risk of loss shall pass to Buyer upon delivery or tender (as applicable) of the Goods at the Delivery Point. Title to the Goods shall pass to Buyer upon Buyer’s payment in full for the Goods. To the extent delivery occurs prior to Buyer’s payment in full (for example, if Buyer is paying on credit, as approved by Seller), Seller’s retention of title is intended solely to secure payment of the purchase price and shall constitute a security interest under applicable law.
4. Amendment and Modification. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each Party.
5. Inspection.
(a) Buyer shall promptly inspect the Goods upon receipt, and, in any event, such inspection may last no longer than 24 hours following receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in the Quote, Order Confirmation, or Invoice, as applicable; or (ii) product’s label or packaging incorrectly identifies its contents.
(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable third-party shipping and handling expenses actually incurred and paid by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility located at 2420 West Fourth Street, Ontario, OH 44906. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss as set forth in Section 3, the replaced Goods as set forth in Section 2.
(c) Buyer acknowledges and agrees that the remedies set forth in Section 5(b) are Buyer’s exclusive remedies for Nonconforming Goods. Except as provided under Section 5(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.
6. Price. Buyer shall purchase the Goods from Seller at the prices (the “Prices”) set forth in Seller’s applicable Quote, Order Confirmation, or Invoice. In the event of any inconsistency, the prices stated in the Invoice shall control as reflecting Seller’s final pricing for the sale. All Prices are 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 Buyer. Buyer shall be responsible for all such charges, costs, and taxes. The Prices include standard packaging. The Prices exclude transportation and insurance costs which are the sole responsibility of the Buyer.
7. Payment Terms. Except as otherwise expressly approved in writing by Seller, all sales of Goods are made on a cash-in-advance (“CIA”) basis. Buyer shall pay one hundred percent (100%) of all amounts for Goods in advance, prior to Seller’s release of Goods at the Delivery Point or shipment, as applicable, as determined by Seller. In the event Buyer has applied for credit terms and such terms have been approved by Seller, payment shall be due in accordance with the specific credit terms approved by Seller (at its sole discretion). Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.
8. WARRANTIES DISCLAIMER. SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER INDIVIDUAL OR ENTITY ON SELLER’S BEHALF.
9. Limitation of Liability. IN NO EVENT SHALL SELLER OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. Release of Liability.
(a) Buyer acknowledges that Seller does not design, manufacture, supply, install, or control any parts, components, equipment, fasteners, accessories, or assemblies not expressly supplied by Seller (collectively, “Third-Party Components”). Buyer further acknowledges that the safety, performance, regulatory compliance, and structural integrity of any system, vehicle, or configuration in which the Goods are installed or used depends materially upon factors outside Seller’s control, including without limitation selection, compatibility, installation, loading, operation, inspection, maintenance, modification, and use of Third-Party Components.
(b) For the avoidance of doubt, Seller makes no representation or warranty, express or implied, regarding (a) any Third-Party Components, or (b) the compatibility, performance, or safety of the Goods when integrated or used with Third-Party Components. Seller does not warrant or guarantee the performance, safety, or compliance of any assembled system, vehicle, or decking configuration incorporating the Goods, and any such system level performance is the sole responsibility of Buyer.
(c) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND TO THE EXTENT ARISING OUT OF OR RESULTING FROM THE INSTALLATION, INTEGRATION, CONFIGURATION, MODIFICATION, OR USE OF THE GOODS WITH ANY THIRD?PARTY COMPONENTS, BUYER HEREBY RELEASES SELLER AND ITS MANAGERS, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND PERMITTED ASSIGNS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES, INCLUDING CLAIMS FOR PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR ECONOMIC LOSS. Notwithstanding the foregoing, nothing in these Terms shall release Seller from liability to the extent a claim is finally determined to have resulted solely from a manufacturing defect in the Goods as supplied by Seller, without contribution from Buyer, Third-Party Components, or system configuration.
11. Compliance with Law. Buyer shall at all times comply with all laws applicable to the operation of its business, this Agreement, Buyer’s performance of its obligations hereunder, and Buyer’s use of the Goods. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Goods and (b) not engage in any activity or transaction involving the Goods, by way of shipment, use, or otherwise, that violates any law.
12. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, 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. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by Seller operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Seller precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Seller.
14. Confidential Information. All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, 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 this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer 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 Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
15. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) power outages or shortages; and (i) other events beyond the reasonable control of the Impacted Party.
16. Assignment. Buyer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer 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 Buyer of any of its obligations under this Agreement.
17. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this 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.
18. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
19. Governing Law; Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of Ohio without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts of the State of Ohio. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
20. Notices. All notices shall be in writing and addressed to the Parties at the addresses set forth on the face of the Quote, Order Confirmation, or Invoice, as applicable, or to such other address for either party as that party may designate by written notice. All notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested).
21. Severability. If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
22. Version of Terms. The version of the Terms in effect on the date Seller issues the applicable Quote, Order Confirmation, or Invoice (or, if none is issued, on the date Buyer places an order or accepts delivery of the Goods) shall govern that transaction.
23. Acceptance. Buyer’s placement of an order, payment for the Goods, acceptance of delivery, or other conduct recognizing the existence of a contract constitutes Buyer’s acceptance of these Terms.
24. Electronic Communications. Seller may provide Quotes, Order Confirmations, Invoices, notices, and other communications electronically, including by email or posting on Seller’s website (including without limitation the Website). Buyer agrees that such electronic communications satisfy any written notice requirement under these Terms.
25. Updates to Terms. Seller may modify these Terms from time to time by posting an updated version on the Website. Updated Terms shall apply only to transactions entered into after the effective date of such update and shall not apply retroactively.