Terms and Conditions

Effective Date: April 21, 2026

These Terms and Conditions of Sale and Service (“Terms”) govern all sales of goods (“Goods”), provisions of services (“Services”), and all other transactions by Bolen’s Control House, Inc., an Idaho corporation (“Company”), to the purchaser (“Customer”). The Company operates as a manufacturer of custom industrial control systems, a distributor of industrial automation products, and a provider of engineering consultation, custom programming, installation, commissioning, and field service. This document, together with any quotation, order acknowledgment, scope of work, or invoice issued by the Company, constitutes the entire agreement (“Agreement”) between the Company and the Customer.

1.0 General Provisions: Agreement, Acceptance, and Precedence

1.1 Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

a. “Company” shall mean Bolen’s Control House, Inc., with its principal places of business at 7908 W. Woodlark St., Boise, ID 83709 (manufacturing and distribution) and 140 S. 100 West, Burley, ID 83318 (distribution). Custom manufacturing, panel fabrication, and engineering services are performed at the Boise facility.

b. “Customer” shall mean the individual, firm, corporation, or other entity purchasing Goods or Services from the Company, whether through a Purchase Order, the Company’s website, or any other means.

c. “Goods” shall mean all products, materials, components, equipment, and tangible items sold or supplied by the Company to the Customer.

d. “Services” shall mean all labor, engineering, technical assistance, custom programming, consultation, design, installation, commissioning, start-up, calibration, field service, repair, training, and other services provided by the Company to the Customer, whether performed at the Company’s facility, the Customer’s site, or remotely.

e. “Custom-Manufactured Goods” shall mean Goods that are custom-designed, built, assembled, or fabricated by the Company at its Boise facility to Customer specifications or the Company’s engineering design, including but not limited to UL 508A industrial control panels, custom cable assemblies, and engineered control systems.

f. “Distributed Products” shall mean Goods that are manufactured by a third party and resold by the Company without substantial modification.

g. “Intellectual Property” (IP) shall mean all trade secrets, ideas, inventions, schematics, designs, developments, devices, software (including source code and object code), firmware, computer programs (including but not limited to PLC programs, HMI applications, SCADA configurations, and any related documentation), methods, processes, and all patents, copyrights, and other proprietary rights related thereto.

h. “Company IP” shall mean all Intellectual Property owned, controlled, or developed by the Company, whether pre-existing or created during the performance of this Agreement.

i. “Confidential Information” shall mean any non-public information disclosed by one party to the other, including but not limited to Company IP, business plans, customer lists, pricing, technical data, process information, and site-specific operational details, whether marked as confidential or not.

j. “Purchase Order” shall mean a purchase order, work order, or other written instrument issued by the Customer to order Goods or Services.

k. “Scope of Work” (SOW) shall mean a written document defining the specific deliverables, schedule, acceptance criteria, and pricing for a project involving Custom-Manufactured Goods, installation, consultation, or engineering services. Where no separate SOW is issued, the Company’s quotation shall serve as the scope definition and all references to “SOW” in this Agreement shall be deemed to refer to the applicable quotation.

l. “Website” shall mean the Company’s e-commerce platform located at www.bolenscontrol.com and any successor URLs.

m. “Stock Items” shall mean Goods that the Company regularly keeps on the shelf at its Boise or Burley facility for general sale and that are not Custom-Manufactured Goods, special-ordered, custom-configured, built to specification, or otherwise designated as NCNR. What constitutes a Stock Item is subject to change at any time based on vendor availability, inventory levels, and market conditions. The Company’s determination of whether an item is a Stock Item or an NCNR item shall be made at the time of quotation or order acceptance and shall be final.

1.2 Acceptance of Terms and Precedence

This Agreement governs all transactions between the Company and the Customer, whether initiated via Purchase Order, the Website, email, phone, or any other means. The Company’s acceptance of any Purchase Order is expressly made conditional on the Customer’s assent to these Terms. By placing an order through the Website, submitting a Purchase Order, or accepting delivery of Goods or Services, the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms.

The Company hereby objects to and rejects any and all additional or different terms or conditions contained in any Purchase Order, confirmation, or other communication from the Customer. The fulfillment of the Customer’s order does not constitute acceptance of any of the Customer’s terms and conditions and does not serve to modify or amend these Terms. These Terms shall prevail over any inconsistent terms in a Customer’s Purchase Order or other documents, and any such conflicting terms are void. No waiver, alteration, or modification of these Terms shall be binding unless made in a written document signed by an authorized officer of the Company.

1.3 Website Terms of Use

The Customer’s use of the Website is subject to these Terms in addition to the Company’s Privacy Policy. The Customer agrees not to: (a) use any automated means, including bots, scrapers, or crawlers, to access, copy, or monitor the Website or its content; (b) attempt to gain unauthorized access to any portion of the Website or its systems; (c) use the Website for any unlawful purpose; (d) reproduce, distribute, or commercially exploit the Website’s content, including product descriptions, images, and pricing data, without the Company’s express written consent. The Company reserves the right to suspend or terminate access to the Website for any Customer who violates these provisions.

1.4 Customer Accounts

Customers who create accounts on the Website are responsible for maintaining the confidentiality of their login credentials and for all activity that occurs under their account. The Customer agrees to notify the Company immediately of any unauthorized use of their account. The Company shall not be liable for any loss or damage arising from the Customer’s failure to safeguard account credentials.

2.0 Orders, Pricing, and Financial Terms

2.1 Order Placement and Acceptance

All Purchase Orders, whether submitted via the Website, email, phone, fax, or in person, are subject to acceptance by the Company at its offices in Boise or Burley, Idaho. The Company reserves the right to refuse any order in its sole discretion. An order is not binding upon the Company until a formal order acknowledgment is issued, the Company commences performance, or the Company ships the Goods.

2.2 Quotations, Prices, and Taxes

Unless otherwise specified in writing, all quotations provided by the Company are valid for a period of thirty (30) days from the date of issuance. All prices are quoted and payable in United States Dollars (USD). Prices are subject to change without notice. All prices are exclusive of any and all federal, state, and local taxes, as well as transportation charges, customs fees, duties, tariffs, handling charges, special packaging, or other charges, all of which are the sole responsibility of the Customer. The Company will add any applicable sales tax to the invoice unless the Customer provides a valid tax exemption certificate prior to shipment. Website pricing is provided in good faith but may contain errors; the Company reserves the right to correct pricing errors and cancel orders placed at incorrect prices prior to shipment.

2.3 Tariffs, Duties, Surcharges, and Cost Adjustments

The Customer acknowledges that the Company’s costs are subject to fluctuation due to tariffs, import duties, trade regulations, raw material costs, and other governmental or market-driven factors beyond the Company’s control. The following provisions apply to all orders:

a. Tariff and Duty Pass-Through. All tariffs, import duties, anti-dumping duties, countervailing duties, customs fees, and similar governmental charges imposed on components, materials, or finished goods procured by the Company (“Inbound Tariffs”) are not included in the Company’s quoted prices unless explicitly stated otherwise. The Company reserves the right to pass through to the Customer, either as a separate line item on the invoice or included in the sale price of the item, any Inbound Tariffs applicable to the Customer’s order, whether such tariffs were in effect at the time of the quotation or were imposed, increased, or modified thereafter.

b. Price Adjustment for Changed Conditions. If, after the Company has issued a quotation or accepted a Purchase Order but prior to shipment, there is a change in applicable tariffs, duties, taxes, freight rates, raw material costs, or supplier pricing that materially affects the Company’s cost of fulfilling the order, the Company may adjust the price to reflect such changes and shall notify the Customer of the adjusted price. For Stock Items only, the Customer may, within five (5) business days of such notice, cancel the affected items by written notice to the Company. The Company may, at its sole discretion, assess restocking fees on such cancellations in accordance with Section 2.4, and the Customer shall remain liable for any costs the Company has already incurred in fulfilling the order (including but not limited to procurement, freight, and handling). If the Customer does not cancel within this period, the adjusted price shall be deemed accepted. This cancellation right does not apply to NCNR items, including all Custom-Manufactured Goods; see Section 3.4 for NCNR cancellation terms.

c. Freight and Handling Charges. All prices are exclusive of freight, shipping, handling, and packaging charges, all of which are the sole responsibility of the Customer. The Customer acknowledges that the Company may incur multiple layers of freight charges in fulfilling an order, including but not limited to: (i) inbound freight from manufacturers or suppliers to the Company’s facility; (ii) outbound freight from the Company’s facility to the Customer; and (iii) for Custom-Manufactured Goods, freight charges for individual components shipped from multiple suppliers. All such freight charges, including any fuel surcharges, residential delivery fees, liftgate charges, or inside delivery charges, may be itemized separately or included in the total invoiced price, at the Company’s discretion.

d. Surcharges. The Company reserves the right to apply surcharges to orders to account for extraordinary cost increases, including but not limited to steel and copper surcharges, fuel surcharges, hazardous materials handling fees, and tariff-related cost increases. Any applicable surcharges will be disclosed to the Customer prior to shipment.

e. In-Progress Orders and Long-Lead Procurement. For Custom-Manufactured Goods and other orders with extended lead times, the Company’s quoted price is based on component and material costs at the time of the quotation. If tariffs, duties, raw material costs, or supplier pricing change after the Customer’s order has been accepted but before final shipment, the Company may adjust the price to reflect the actual costs incurred. The Company shall notify the Customer of any such adjustment and may issue a supplemental invoice for the difference. The Customer shall pay supplemental invoices in accordance with the payment terms of this Agreement.

f. Milestone and Progress Billing. For project-based work billed on a milestone or progress basis, price adjustments resulting from tariff or cost changes shall apply to all milestones, whether invoiced or not, at the time the cost change takes effect. The Company may issue supplemental invoices for previously billed milestones to reflect actual cost increases incurred during the project. The Customer shall pay all supplemental invoices in accordance with the payment terms of this Agreement.

g. Blanket, Standing, and Recurring Orders. For blanket purchase orders, standing orders, or any arrangement involving multiple scheduled releases or shipments, the quoted price applies only to the specific release or shipment for which it was confirmed. The Company reserves the right to adjust pricing on all future releases to reflect current costs, including tariff and duty changes, with written notice to the Customer prior to the next scheduled release. The Customer may cancel unshipped future releases of Stock Items within five (5) business days of receiving such notice; NCNR provisions of Section 3.4 apply to all releases of NCNR items.

2.4 Order Changes and Cancellation

Except as specifically provided in Sections 2.3(b) and 2.3(g), no Purchase Order accepted by the Company may be altered, modified, or canceled by the Customer except upon the express written consent of an authorized officer of the Company. For changes to project-based Scopes of Work, the change order process described in Section 4.2 shall also apply. In the event of any approved or permitted cancellation of Stock Items, the Customer shall be liable for all costs incurred by the Company, including but not limited to labor, materials, engineering time, administrative costs, and any cancellation or restocking fees imposed by third-party manufacturers. Restocking fees, if assessed, shall be a minimum of twenty percent (20%) of the original invoice price (see Section 3.3) or such higher amount as imposed by the manufacturer, at the Company’s discretion. For Custom-Manufactured Goods and all other NCNR items, cancellation is not permitted; see Section 3.4.

2.5 Payment Terms and Adequate Assurance

For Customers with approved credit, standard payment terms are Net 10th Proximo, meaning payment is due in full by the 10th day of the month following the date of the invoice. The Company accepts payment by cash, check, MasterCard, Visa, Discover, American Express, and ACH for established accounts. Online orders placed through the Website require payment at the time of purchase via credit card or other accepted electronic payment method.

If, at any time, the Company has reasonable grounds for insecurity regarding the Customer’s ability to perform its payment obligations, the Company may, in writing, demand adequate assurance of due performance from the Customer, pursuant to Section 2-609 of the Uniform Commercial Code. Such assurance may include, but is not limited to, prepayment, a deposit, or the provision of a letter of credit. The Company may, if commercially reasonable, suspend its own performance (e.g., halt production, delay shipment, or postpone scheduled field service) until it receives such assurance. Failure of the Customer to provide adequate assurance within a reasonable time, not to exceed thirty (30) days after receipt of a justified demand, shall constitute a repudiation of this Agreement.

2.6 Late Payment Charges

All invoices not paid in full by the due date are subject to a late payment service charge of 2% per month (24% Annual Percentage Rate), or the maximum rate permitted by applicable law, whichever is lower, on the outstanding balance until paid in full. Accounts sixty-one (61) days or more past due may be placed on C.O.D. (Cash on Delivery) or credit hold at the Company’s sole discretion. A service charge of $25.00 will be applied to each returned check.

2.7 Billing for Service and Project Costs

For all on-site Services, including but not limited to installation, commissioning, technical support, consultation, and training, the Customer shall reimburse the Company for all reasonable and actual travel and living expenses incurred by Company personnel. These expenses include, but are not limited to, airfare (coach class), lodging, meals, and local transportation (e.g., rental car, mileage at the then-current IRS standard mileage rate). Travel time to and from the Customer’s site may be billed at the Company’s standard service rates. All such expenses may be itemized separately or included in the total invoiced price, at the Company’s discretion, and are subject to the payment terms herein.

For project-based work governed by a Scope of Work, billing milestones shall be as defined in the applicable SOW. Unless otherwise specified, the Company may require a deposit of up to fifty percent (50%) prior to commencing Custom-Manufactured Goods or engineering Services.

2.8 Collection Costs and Attorney’s Fees

In the event of Customer’s default on its payment obligations, the Company shall issue a written demand for payment to the Customer. If payment is not received within ten (10) days of such demand, the Company may commence legal action. The Customer agrees to pay all costs of collection, including but not limited to reasonable pre-judgment and post-judgment attorney’s fees, court costs, and any fees charged by a third-party collection agency. The Customer’s obligation to pay attorney’s fees and costs applies to all stages of collection, including arbitration, litigation, and any appeals. This clause contractually reinforces the Company’s rights under Idaho Code § 12-120(3) and § 12-120(5).

3.0 Shipment, Title, Risk of Loss, and Returns

3.1 Shipment and Delivery

All sales are F.O.B. Point of Shipment. For Custom-Manufactured Goods, the point of shipment shall be the Company’s Boise, Idaho facility. For Distributed Products, the point of shipment shall be the Company’s facility in Boise or Burley, Idaho, or the third-party manufacturer’s facility for direct shipments. The Company may ship via UPS, Federal Express, or various LTL freight carriers for heavy items. All freight, insurance, handling, and packaging charges will be added to the Customer’s invoice as described in Section 2.3(c) unless the Customer provides its own shipping account number. Delivery dates are good-faith estimates only and are not guaranteed. The Company shall not be liable for any delays in delivery or for failure to perform due to causes beyond its reasonable control.

The Company ships Custom-Manufactured Goods (including control panels and engineered systems) throughout North America, including the United States, Canada, and Mexico. Shipment of Distributed Products to destinations outside the United States is subject to the Company’s authorized distribution territories and requires prior written confirmation from the Company. The Company reserves the right to decline any order for Distributed Products that falls outside its authorized territory. All international shipments are subject to the additional terms set forth in Section 3.5.

3.2 Title and Risk of Loss

Legal title to and all risk of loss or damage to the Goods shall pass to the Customer upon the earlier of: (a) delivery of the Goods to the carrier at the point of shipment, or (b) delivery of the Goods to the Customer’s dock or designated receiving location. Once title and risk have passed, the Customer is responsible for filing any claims with the carrier for Goods damaged or lost in transit. For international shipments, see also Section 3.5(d) for additional terms regarding import clearance.

3.3 Inspection and Returns

The Customer must inspect all shipments immediately upon receipt. Any claims for shipping errors, shortages, or visible damage must be reported to the Company in writing within three (3) business days of receipt of the shipment. Failure to provide such notice within this timeframe shall constitute an unqualified acceptance of the shipment and a waiver of all such claims.

For any other return requests, the Customer must contact a Company sales representative. Returns of Stock Items may be accepted at the Company’s sole discretion within thirty (30) days of purchase, provided the items are in new, unused, and resalable condition in their original, unopened, and undamaged factory packaging. Approved returns may be subject to a restocking fee at the Company’s discretion. When assessed, restocking fees shall be a minimum of twenty percent (20%) of the original invoice price for the returned items, or such higher amount as may be imposed by the original manufacturer, whichever is greater. Return freight charges are the sole responsibility of the Customer. The Company reserves the right to refuse any return that does not meet these conditions.

3.4 Non-Cancelable / Non-Returnable (NCNR) Products

All Custom-Manufactured Goods are inherently Non-Cancelable / Non-Returnable (NCNR). Additionally, any Goods that are special-ordered, custom-configured, built to specification, identified as non-stock, or otherwise designated by the Company or the manufacturer as NCNR are not eligible for cancellation, modification, or return for any reason, including but not limited to changes in the Customer’s project scope, budget, schedule, or business conditions. The only exception is a valid and substantiated claim under the applicable warranty as described in Section 6.

The Customer assumes full financial liability for all NCNR products upon placement of the order. NCNR status will be clearly indicated on the quotation provided by the Company. However, the absence of an explicit NCNR designation on a quotation does not override this Section; all Custom-Manufactured Goods remain NCNR regardless of whether they are so labeled.

NCNR items are not eligible for the cancellation right described in Section 2.3(b) (Price Adjustment for Changed Conditions). If tariffs, duties, or other cost changes result in a price adjustment to an order that includes NCNR items, the Customer’s options are limited to: (i) accepting the adjusted price, or (ii) requesting that the Company use commercially reasonable efforts to mitigate the cost increase through alternative sourcing, where feasible. The Customer may not cancel NCNR items due to price adjustments arising from tariff or duty changes.

In the event the Customer attempts to cancel, refuse delivery of, or return NCNR items without authorization, the Customer shall remain liable for the full purchase price plus all costs incurred by the Company, including but not limited to storage, handling, and any restocking or disposal fees imposed by third-party manufacturers.

3.5 International Orders (Canada and Mexico)

For shipments to Canada or Mexico, the following additional terms apply:

a. All prices are quoted and payable in United States Dollars (USD). The Customer bears all risk of currency fluctuation.

b. In addition to the tariff and surcharge provisions of Section 2.3, the Customer is solely responsible for all import duties, tariffs, customs brokerage fees, value-added taxes (e.g., IVA in Mexico, GST/HST/PST in Canada), retaliatory or countervailing duties, and any other fees, levies, or charges imposed by the destination country. These charges are not included in the Company’s pricing and will not appear on the Company’s invoice. The Customer acknowledges that international trade regulations, tariff rates, and duty classifications are subject to change at any time by governmental action, and the Customer assumes all risk associated with such changes on outbound shipments.

c. The Customer is solely responsible for ensuring that the Goods comply with all applicable local, provincial, state, and national codes, regulations, certifications, and standards in the destination country, including but not limited to CSA requirements in Canada and NOM standards in Mexico. The Company makes no representation that the Goods are certified for or compliant with any standards other than those expressly stated in the applicable quotation or Scope of Work.

d. Unless otherwise specified in writing, international shipments are made DAP (Delivered at Place, Incoterms® 2020) to the destination specified by the Customer. Title and risk of loss pass in accordance with Section 3.2. The Customer is solely responsible for import clearance, customs entry, and all associated costs at the destination.

e. Warranty service for international shipments of Custom-Manufactured Goods requires the Customer to return the Goods to the Company’s manufacturing facility in Boise, Idaho, at the Customer’s expense. For Distributed Products, warranty claims shall be processed in accordance with Section 6.2. The Company will ship repaired or replacement Goods back to the Customer at the Company’s expense if the claim is valid under the applicable warranty. All customs, duties, brokerage fees, and tariffs for warranty return shipments (both inbound and outbound) are the Customer’s responsibility.

f. The Customer shall comply with all applicable U.S. export control laws as described in Section 8.2, as well as all import laws and regulations of the destination country.

4.0 Custom Manufacturing, Installation, and Project Services

4.1 Scope of Work and Project Scope

Projects with a formal Scope of Work. Where the Company issues a formal SOW, the SOW shall define the scope of the Company’s obligations, including technical requirements, deliverables, schedule, acceptance criteria, and pricing. Work shall be performed in accordance with the approved SOW and any deviations shall require a written change order per Section 4.2. The Customer shall review and approve all designs, drawings, and specifications provided by the Company within the timeframe specified in the SOW, or within ten (10) business days if no timeframe is specified. Failure of the Customer to provide timely approval shall extend the project schedule on a day-for-day basis and may result in additional charges. If the Customer fails to respond within the specified timeframe, the Company’s submitted designs shall be deemed approved.

Projects without a formal Scope of Work. Where no formal SOW is issued, the Company’s quotation shall define the estimated scope, and the Company shall perform the work in good faith based on the information available at the time of the quotation. The Customer acknowledges that quotations prepared without a formal SOW are good-faith estimates and not fixed-price commitments unless the quotation expressly states otherwise. Only the specific items, services, and deliverables expressly listed in the quotation are included in the quoted price. Any work, materials, or services not expressly listed — including but not limited to installation, commissioning, programming, wiring, start-up, training, freight, and travel — are excluded and will be quoted separately if requested. No work shall be implied by a product description, project title, or general scope reference in a quotation.

If site conditions, undisclosed requirements, or other factors cause the actual scope of work to differ from the estimate, the Company shall notify the Customer and the additional work shall be performed at the Company’s standard service rates, or as otherwise agreed in writing. The Company is not obligated to complete work beyond the estimated scope without the Customer’s authorization, and the Customer is not entitled to withhold payment for work already performed on the basis that the project is incomplete. In the event of a dispute regarding what was included in the original estimate, the Company’s quotation, including any line items, descriptions, assumptions, and exclusions stated therein, shall be the controlling document.

4.2 Change Orders

Any changes to the agreed-upon scope (whether defined by a SOW, quotation, or other documentation) requested by the Customer must be submitted in writing and approved by the Company. The Company will evaluate the impact of the requested change on cost, schedule, and scope and will provide a written change order for the Customer’s approval before proceeding. All change orders shall become part of the original scope documentation. The Company is not obligated to proceed with any changes until a change order is executed by both parties. Verbal requests for changes are not binding on either party.

4.3 Customer Responsibilities for Project Work

The Customer shall be responsible for:

a. Providing accurate and complete specifications, process data, and site information necessary for the Company to perform its obligations.

b. Ensuring that all Customer-furnished equipment, materials, and utilities (including but not limited to power, compressed air, network connectivity, and environmental controls) are available and in proper working condition at the time of installation or commissioning.

c. Providing safe, timely, and unobstructed access to the work site for Company personnel and equipment.

d. Obtaining all necessary permits, licenses, and regulatory approvals required for the installation and operation of the Goods.

e. Designating a qualified point of contact with decision-making authority to coordinate with the Company throughout the project.

f. Ensuring compliance with all site-specific safety requirements and communicating such requirements to the Company prior to the commencement of on-site work.

4.4 Site Conditions and Standby Charges

If Company personnel arrive at the Customer’s site and are unable to perform scheduled work due to conditions within the Customer’s control (including but not limited to: site not ready, required utilities unavailable, access denied, other trades not complete, or safety hazards not remediated), the Customer shall be liable for standby time at the Company’s standard service rates plus all associated travel and living expenses. The Company may, at its sole discretion, reschedule the work and the Customer shall bear any additional mobilization costs.

4.5 Acceptance Testing

Upon completion of Custom-Manufactured Goods or installation Services, the Company shall notify the Customer that the work is ready for inspection and testing. Unless otherwise specified in the SOW, the Customer shall have ten (10) business days from such notice to inspect the work and provide written notice of any non-conformance with the agreed-upon specifications. If the Customer fails to provide written notice of non-conformance within this period, the work shall be deemed accepted. Minor punch list items that do not affect the operational functionality of the system shall not constitute grounds for rejection.

4.6 Training

If the SOW or quotation includes training, the Company shall provide training on the operation and basic maintenance of the delivered system. Training shall be provided to the Customer’s designated personnel at the time and location specified. Additional training beyond what is included in the SOW or quotation shall be billed at the Company’s standard service rates.

The Company may also facilitate manufacturer-sponsored training events, product demonstrations, and educational sessions (e.g., lunch-and-learn presentations). Such events are provided for informational purposes only and do not constitute engineering advice, a warranty of any product or technology, or a recommendation for any particular application. The Company is not responsible for the accuracy or completeness of information presented by third-party manufacturers at such events, and attendance does not create any obligation on the part of the Company.

5.0 Remote Access and Technical Support

5.1 Remote Access Authorization

Where Services require remote access to the Customer’s systems (including but not limited to PLCs, HMIs, SCADA systems, network infrastructure, and other connected devices), the Customer shall provide the Company with the necessary credentials, VPN access, or other connectivity required to perform the work. The Customer grants the Company permission to access and modify the specified systems for the purpose of performing the agreed-upon Services.

5.2 Customer’s Responsibility for Backups

Prior to the Company performing any remote or on-site programming, configuration, or firmware updates, the Customer is solely responsible for backing up all existing programs, configurations, and data. The Company shall not be liable for any loss of data, programs, or configurations, regardless of the cause, unless the SOW explicitly assigns backup responsibility to the Company.

5.3 Network and Cybersecurity

The Customer acknowledges that remote access to industrial control systems involves inherent cybersecurity risks. The Customer is solely responsible for the security of its network infrastructure, including firewalls, access controls, and intrusion detection systems. The Company shall use commercially reasonable efforts to protect Customer systems during remote sessions but shall not be liable for any security breach, unauthorized access, or cyber event affecting the Customer’s systems.

5.4 Maintenance and Support Agreements

The Company may offer ongoing Maintenance and Support Agreements (“MSA”) as a separately quoted service. An MSA may include, at the Company’s discretion, any combination of the following: periodic system backups, software and firmware updates, PLC and HMI program patches, scheduled preventive maintenance visits, priority technical support, and a bank of prepaid programming hours per month. The specific services, pricing, term, and included hours shall be defined in the applicable MSA document.

Prepaid programming hours included in an MSA are non-refundable and shall accumulate (roll over) from month to month for the duration of the MSA term, unless the MSA specifies otherwise. Unused hours expire at the end of the MSA term. Programming hours consumed beyond the prepaid balance shall be billed at the Company’s standard service rates.

Customers who do not maintain an active MSA acknowledge that they assume sole responsibility for all system backups, software updates, firmware patches, and preventive maintenance. The Company shall have no obligation to provide support, updates, or patches to Customers without an active MSA except as separately quoted and agreed. Warranty exclusions under Section 6.6 may apply to systems that have not been properly maintained.

6.0 Warranty, Disclaimers, and Limitation of Liability

6.1 Limited Workmanship Warranty for Custom-Manufactured Goods

The Company warrants that its workmanship on Custom-Manufactured Goods (e.g., control panels, cable assemblies, engineered systems) will be free from defects for a period of one (1) year from the date of shipment from the Company’s Boise facility, or from the date of substantial completion of installation if the Company performs the installation, whichever is later. This warranty is strictly limited to the quality of the labor, design, and assembly performed by the Company. The Company’s sole obligation and the Customer’s exclusive remedy under this workmanship warranty shall be, at the Company’s option, the repair or replacement of the defective workmanship at the Company’s Boise manufacturing facility. This warranty does not cover the individual components themselves, which are subject to the terms of Section 6.2.

6.2 Warranty for Third-Party Components and Distributed Products (Pass-Through)

The Company is a distributor, not a manufacturer, of the individual components used in its Custom-Manufactured Goods and of all Distributed Products.

The Company hereby assigns and passes through to the Customer any and all warranties, if any, provided by the original equipment manufacturer (“OEM”), to the extent such assignment is permitted by the terms of the OEM warranty. The Customer’s sole and exclusive remedy for any defect, failure, or inadequacy of any third-party component or Distributed Product shall be against the OEM under the terms of its warranty. The Company will use commercially reasonable efforts to assist the Customer in processing OEM warranty claims.

6.3 Limited Warranty for Services

Programming and Configuration Services. All custom programming, HMI development, SCADA configuration, and similar software Services are subject to pass/fail acceptance testing at the time of delivery or commissioning. Once the Customer accepts the programming (whether formally or by deemed acceptance under Section 4.5), the programming is considered complete and conforming. The Company does not warrant programming Services after acceptance. If a programming defect is identified during acceptance testing, the Company will correct it at no additional charge as part of the delivery process. After acceptance, any programming changes, corrections, troubleshooting, or modifications requested by the Customer shall be billed at the Company’s standard service rates.

Installation, Wiring, and Physical Workmanship Services. The Company warrants that physical installation, wiring, and related workmanship Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. This warranty is valid for a period of one (1) year from the date of acceptance under Section 4.5, or one (1) year from the date of completion if acceptance testing does not apply. This warranty covers defects in the Company’s physical workmanship only and is void if the Customer or any third party not authorized by the Company alters, modifies, or repairs the warranted work (see Section 6.6). The Customer’s sole remedy for a breach of this warranty is for the Company to re-perform the non-conforming physical workmanship at no additional charge.

No Service warranty of any kind guarantees any particular result, outcome, production rate, or level of system performance unless explicitly stated in the SOW or quotation. All service requests outside the applicable warranty period or outside the original scope shall be billed at the Company’s standard service rates.

6.4 Estimates, Recommendations, and Scope Discovery

The Customer acknowledges that the Company’s quotations, project estimates, and recommendations are prepared based on the information available to the Company at the time, which may include incomplete or inaccurate information provided by the Customer. Unless a quotation expressly states that it is a fixed-price commitment, all estimates of project scope, duration, labor, materials, and total cost are good-faith approximations and are not guarantees.

The Company’s sales and technical personnel may provide product recommendations, application guidance, and preliminary assessments as part of the sales process. The Customer acknowledges that such recommendations are not licensed professional engineering advice unless provided under the seal of the Company’s licensed Professional Engineer. The Customer retains sole responsibility for verifying the suitability of any recommended products or solutions for its specific application and operating conditions.

If, during the performance of on-site Services or project work, the Company discovers unforeseen conditions, undisclosed requirements, or additional work necessary to complete the project (including but not limited to additional sensors, wiring, equipment, programming, or remediation of pre-existing conditions), the Company shall notify the Customer and the additional work shall be billed at the Company’s standard service rates unless otherwise agreed in writing. The Customer shall not withhold payment for work already performed on the basis that additional work was required. The Company shall not be liable for any loss or damage arising from the Customer’s reliance on estimates or recommendations where the Customer failed to disclose material information or where actual site conditions differed from those described or reasonably anticipated.

6.5 Warranty Disclaimer

6.6 Warranty Exclusions

The limited warranties provided herein do not apply to any Goods or Services that have been subjected to: (a) improper installation, application, or maintenance by the Customer or any third party not authorized by the Company; (b) unauthorized alteration, modification, or repair; (c) accident, abuse, misuse, or neglect; (d) operation or storage in environmental conditions outside of specified limits, including exposure to corrosion, contamination, or excessive temperature; (e) use of the Goods with equipment or software not approved or specified by the Company; (f) failure by the Customer to implement updates, patches, firmware upgrades, or corrections provided or recommended by the Company, whether delivered under a Maintenance and Support Agreement (Section 5.4) or on an ad hoc basis; (g) operation of software or systems that have not been maintained, backed up, or updated since the original delivery; or (h) damage from any cause beyond the Company’s reasonable control. The warranties are void if any product has been damaged or modified by the Customer or any unauthorized third party.

6.7 Limitation of Liability

7.0 Intellectual Property Rights

7.1 Ownership of Intellectual Property

Customer acknowledges and agrees that all right, title, and interest in and to all Intellectual Property, including but not limited to concepts, know-how, trade secrets, schematics, designs, CAD drawings, software, firmware, PLC and HMI programming code, SCADA configurations, documentation, and any derivative works thereof, whether pre-existing or developed by the Company in the course of performing Services or creating Custom-Manufactured Goods (“Company IP”), are and shall remain the sole and exclusive property of the Company. This Agreement does not constitute a “work for hire” agreement. The Company retains the unrestricted right to use, modify, and license its Company IP for any purpose, including for other customers.

7.2 Customer’s Limited License

Upon full and final payment for the applicable Goods or Services, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, perpetual license to use the Company IP solely as embedded in or necessary for the ordinary operation and maintenance of the specific Goods provided to the Customer under this Agreement, at the original site of installation. This license does not grant any ownership rights or any right to use the Company IP for any other purpose, including but not limited to the design, manufacture, or procurement of similar goods or services.

7.3 Restrictions on Use

Customer shall not, and shall not permit any third party to, copy, reproduce, modify, reverse engineer, decompile, disassemble, or create derivative works from any Company IP without the express prior written consent of the Company. Customer shall treat all Company IP as Confidential Information and shall take all reasonable measures to protect it from unauthorized disclosure or use.

7.4 Third-Party Software Licenses

Certain Goods or Services may include software licensed from third parties (e.g., operating systems, runtime engines, communication drivers). Such third-party software is subject to the license terms of the respective third-party licensor, which the Customer agrees to comply with. The Company shall use commercially reasonable efforts to notify the Customer of any material third-party license terms that apply to the delivered Goods or Services.

7.5 Customer-Provided Materials

The Customer shall retain all ownership rights to any data, specifications, or other materials it provides to the Company (“Customer Materials”). The Customer hereby grants the Company a non-exclusive, worldwide, royalty-free license to use, copy, and modify the Customer Materials for the sole purpose of performing its obligations under this Agreement. The Customer warrants that it has all necessary rights to provide the Customer Materials to the Company and that the Company’s use of such materials will not infringe upon any third-party rights.

7.6 Confidentiality Obligations

The Customer shall hold all Confidential Information (as defined in Section 1.1(i)) in strict confidence and shall not disclose it to any third party without the Company’s prior written consent. The Customer shall use Confidential Information solely for the purposes of this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Without limiting the foregoing, the Customer shall not disclose the Company’s pricing, discount structures, technical designs, or proprietary methods to any competitor of the Company or to any third party. Upon termination or expiration of this Agreement, or upon the Company’s written request, the Customer shall promptly return or destroy all Confidential Information in its possession and certify such return or destruction in writing. The obligations of this Section shall survive for a period of five (5) years following the termination or expiration of this Agreement.

The Company shall use reasonable care to protect the Customer’s confidential process data, site-specific operational information, and proprietary specifications disclosed to the Company in the course of performing Services. The Company’s obligation under this paragraph shall not apply to information that: (a) is or becomes publicly available through no fault of the Company; (b) was known to the Company prior to disclosure; (c) is independently developed by the Company; or (d) is required to be disclosed by law, regulation, or court order.

8.0 Compliance and Safety

8.1 General Compliance with Laws

Each party agrees to comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of its obligations under this Agreement.

8.2 Export Controls

Customer acknowledges that the Goods, Services, and Company IP provided under this Agreement may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). The Customer agrees that it will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Goods or technology received from the Company to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent U.S. government authorities. The Customer shall indemnify and hold the Company harmless from any and all claims, damages, or liabilities arising from the Customer’s failure to comply with such laws or regulations.

8.3 Safety Data Sheets (SDS)

For any Goods requiring a Safety Data Sheet (SDS) under applicable law, the Company will provide the current SDS to the Customer. The Customer acknowledges its sole responsibility to familiarize itself with all information and precautions contained in the SDS, and to properly instruct and protect its employees, contractors, and any other persons who may be exposed to the Goods.

8.4 Worksite Safety for On-Site Services

When Company personnel are present at the Customer’s site, the Customer shall: (a) ensure compliance with all applicable OSHA regulations and site-specific safety requirements; (b) provide Company personnel with a safety orientation prior to the commencement of on-site work; (c) notify the Company of any known hazards, including but not limited to electrical hazards, confined spaces, hazardous atmospheres, fall hazards, and the presence of hazardous materials; and (d) maintain a safe working environment throughout the duration of the on-site Services. The Company reserves the right to remove its personnel from any site where, in the Company’s sole judgment, unsafe conditions exist, without liability for any resulting delay.

8.5 Insurance

The Company maintains commercial general liability, workers’ compensation, and professional liability insurance coverages appropriate for its business operations. Certificates of insurance will be provided upon the Customer’s written request. The Customer shall maintain adequate insurance coverage for its own operations, premises, and property, and shall not rely on the Company’s insurance for coverage of the Customer’s risks.

8.6 Payment Card Industry (PCI) Compliance

The Company adheres to the applicable requirements of the Payment Card Industry Data Security Standard (“PCI DSS”) for the payment card information it processes. The Customer agrees that it is solely responsible for its own compliance with PCI DSS and for the security of any cardholder data it stores, processes, or transmits. In no event will the Company be liable for transaction processing or other services performed by any third party, nor for any security infiltration of the Customer’s systems.

9.0 Indemnification

9.1 Customer Indemnification

To the fullest extent permitted by law, the Customer shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and subcontractors from and against any and all claims, demands, suits, liabilities, damages, losses, and expenses (including, but not limited to, reasonable attorney’s fees and costs of litigation) arising out of or in any way related to: (a) the Customer’s breach of any provision of this Agreement; (b) the Customer’s or its agents’ negligence, willful misconduct, or violation of law; (c) the misuse, improper installation, modification, or operation of the Goods by the Customer or its agents; (d) any claim that the Company’s use of Customer Materials infringes upon the intellectual property rights of a third party; or (e) any injury, death, or property damage occurring at the Customer’s site to the extent caused by conditions within the Customer’s control.

10.0 Privacy and Data

10.1 Privacy Policy

The Company’s collection, use, and protection of personal information is governed by the Company’s Privacy Policy, available at www.bolenscontrol.com/privacy-policy. By transacting with the Company, the Customer consents to the data practices described in the Privacy Policy.

10.2 Data Security Incident Notification

In the event the Company becomes aware of a security breach affecting the Customer’s personal or payment card information held by the Company, the Company shall notify the affected Customer in accordance with applicable state and federal data breach notification laws.

11.0 Dispute Resolution and Governing Law

11.1 Governing Law and Venue

This Agreement, and all disputes arising from or relating to it, shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to its conflict of law principles. The parties irrevocably agree that the exclusive jurisdiction and venue for any legal action or proceeding arising out of this Agreement shall be the state and federal courts located in Ada County, Idaho, and each party hereby consents to the personal jurisdiction of such courts.

11.2 Tiered Dispute Resolution

The parties agree to resolve any controversy or claim arising out of or relating to this Agreement through the following tiered process:

a. Good Faith Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiations between authorized representatives.

b. Mediation: If negotiation fails to resolve the dispute within thirty (30) days, the parties agree to endeavor to settle the dispute by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures before resorting to arbitration.

c. Binding Arbitration: If mediation is unsuccessful, the dispute shall be exclusively and finally settled by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Boise, Idaho, by a single arbitrator mutually agreed upon by the parties. The arbitrator’s decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act and the Idaho Uniform Arbitration Act.

11.3 Prevailing Party Attorney’s Fees

In any mediation, arbitration, or litigation arising from or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs from the non-prevailing party, as determined by the mediator, arbitrator, or court. This right is granted pursuant to Idaho Code § 12-120 and this contractual provision.

12.0 Miscellaneous Provisions

12.1 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than the obligation to make payments) to the extent said failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” shall mean an event beyond the reasonable control of a party, including but not limited to acts of God, war, terrorism, insurrection, riots, fires, floods, pandemics, epidemics, labor disputes, strikes, governmental decrees, cyberattacks, or severe and unforeseen supply chain disruptions. The party affected by a Force Majeure Event shall give prompt written notice to the other party and shall use commercially reasonable efforts to resume performance.

12.2 Assignment

The Customer may not assign, delegate, or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Company. Any attempted assignment without such consent shall be void. The Company may assign this Agreement or any of its rights or obligations to any affiliate, successor, or acquirer of all or substantially all of the Company’s business or assets without the Customer’s consent.

12.3 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be enforced to the maximum extent permissible by law.

12.4 Entire Agreement

This Agreement, including any documents incorporated by reference (such as an applicable Scope of Work, Privacy Policy, or quotation), constitutes the entire agreement between the Company and the Customer with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether oral or written.

12.5 No Waiver

The failure of either party to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of such provision or of the right of such party to thereafter enforce such provision.

12.6 Survival

The provisions of this Agreement relating to Tariffs and Cost Adjustments (Section 2.3), Warranty and Limitation of Liability (Section 6), Intellectual Property (Section 7), Confidentiality (Section 7.6), Indemnification (Section 9), Dispute Resolution (Section 11), Non-Solicitation (Section 12.7), and any other provisions that by their nature should survive, shall survive the termination or expiration of this Agreement.

12.7 Non-Solicitation of Personnel

During the term of any active Purchase Order or Scope of Work, and for a period of twelve (12) months following its completion, the Customer shall not, directly or indirectly, solicit, recruit, or hire any employee or contractor of the Company who performed Services for the Customer, without the prior written consent of the Company. In the event of a breach of this provision, the Customer shall pay the Company a placement fee equal to fifty percent (50%) of the recruited individual’s first-year annual compensation as liquidated damages, not as a penalty.

12.8 Governing Language

This Agreement is executed in the English language. In the event of any conflict between an English-language version and any translation of this Agreement, the English-language version shall control. All notices, correspondence, and documentation related to this Agreement shall be in English unless otherwise agreed in writing.

12.9 Subcontracting

The Company may subcontract any portion of its obligations under this Agreement without the Customer’s prior consent, provided that the Company shall remain responsible for the performance of its subcontractors and for compliance with the terms of this Agreement.

12.10 Electronic Communications

The Customer consents to receive communications from the Company electronically, including order confirmations, invoices, shipping notifications, and notices required under this Agreement. Electronic communications shall satisfy any legal requirement that such communications be in writing.

12.11 Notices

All notices, demands, or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by email with confirmed receipt, or sent by certified or registered mail, return receipt requested, postage prepaid, to the addresses of the parties first set forth in the applicable Purchase Order, quotation, or Scope of Work.