Terms and Conditions

General Terms of Sale

Marshall Sales, Inc.
Version date: October 15, 2026

These terms describe the conditions under which Marshall Sales, Inc. (“MSI”) supplies fasteners and related products to commercial customers. “Buyer” means the purchaser identified in the applicable quotation or order.

1. Applicable Documents

These terms apply when incorporated into MSI’s quotation or written order acceptance.

An applicable agreement signed by both parties takes precedence. Subject to that agreement, expressly agreed quotation-specific provisions take precedence over applicable MSI Automotive Supply Terms, which take precedence over these General Terms of Sale. Any exception must identify the provision it changes.

Additional or conflicting requirements in Buyer’s purchase order, supplier portal, or other documents require express written acceptance by an authorized MSI representative.

2. Quotations and Orders

Unless otherwise stated, quotations remain available for acceptance for 30 calendar days from the quotation date. Quoted inventory is subject to prior sale until MSI accepts the order.

Orders are subject to MSI’s written acceptance, technical review, product availability, and credit approval. Buyer shall reference the quotation number and identify any differences between its order and the quoted requirements.

The quotation expiration date establishes the period for accepting the offer. It does not establish the duration of program pricing, which must be stated separately.

3. Product Requirements

Buyer shall provide complete product requirements before order acceptance, including applicable part numbers, drawings and revisions, dimensions, thread requirements, material or grade, finish or coating, and governing standards.

Approved-source restrictions, country-of-origin requirements, special inspection, regulatory documentation, packaging, and labeling requirements must be disclosed and expressly included in the accepted order.

MSI will supply products meeting the expressly agreed requirements. Substitutions affecting those requirements require Buyer’s written approval. Conflicting or incomplete requirements must be resolved before procurement or production.

4. Product Selection and Application

Unless MSI expressly accepts design responsibility in writing, Buyer is responsible for selecting products suitable for its application, including joint design, loading, installation torque, mating materials, corrosion exposure, and operating conditions.

Catalog descriptions, samples, and sourcing assistance do not constitute approval of Buyer’s application or assembly design. Buyer shall disclose special or safety-critical requirements before quotation.

5. Certifications and Traceability

Required certificates, material or test reports, lot or heat traceability, inspection records, and special record-retention requirements must be identified before order acceptance.

MSI will provide documentation required by applicable law and the accepted order. Additional testing or documentation services are subject to quotation and agreement on cost and timing.

Buyer shall preserve supplied lot identification and maintain traceability when storing, repackaging, or distributing products. For claims, Buyer shall retain available labels, packaging, samples, and records needed to identify the affected material.

6. Prices and Additional Charges

Prices apply to the quoted quantities, specifications, packaging, delivery arrangements, and pricing units. Quotations shall identify whether prices are per piece, per hundred, per thousand, or another stated unit.

Freight, taxes, special packaging, testing, tooling, and other charges are additional unless expressly included. Buyer shall provide valid tax-exemption documentation before invoicing.

Accepted firm prices remain effective for the agreed pricing term. Pricing for additional quantities, changed requirements, or continued supply beyond that term requires a new quotation or written agreement.

7. Payment and Credit

Payment terms are Net 30 days from invoice date for approved credit accounts unless otherwise stated. Deposits and payment arrangements for other accounts will be identified in the quotation or order acceptance.

Buyer shall promptly notify MSI of disputed amounts and provide supporting details. Undisputed amounts remain payable when due. Deductions and chargebacks require MSI’s written agreement except where applicable law provides otherwise.

For overdue accounts or material credit concerns, MSI may, following written notice and subject to applicable agreements and law, require payment assurance or suspend further shipments. Reasonable collection costs may be recovered to the extent permitted by law.

8. Delivery and Shipping

The quotation or order acceptance shall identify delivery arrangements, freight responsibility, and the point at which risk of loss transfers. Payment of freight alone does not determine transfer of risk.

Delivery dates are estimates unless expressly accepted as firm commitments. MSI will notify Buyer of material delays. Changes requiring expedited freight or other additional expense must be agreed upon in writing.

Neither party is responsible for delay caused by circumstances beyond its reasonable control, provided it gives prompt notice and takes reasonable steps to reduce the effect. This provision does not excuse payment already due.

9. Cancellation and Order Changes

Cancellation, quantity reduction, or rescheduling of an accepted order requires MSI’s written agreement.

Buyer is responsible for affected finished goods at the agreed selling price and costs incurred for affected work in process, materials, and unavoidable supplier commitments or cancellation charges attributable to Buyer’s accepted order or written purchasing authorization.

MSI will provide an itemized settlement, take commercially reasonable steps to limit costs, avoid duplicate recovery, and credit costs avoided or amounts recovered through return, reuse, or resale. MSI will not make additional commitments against a canceled requirement except as reasonably necessary to reduce the settlement cost.

10. Special Orders and Inventory Commitments

Custom, made-to-print, modified, specially coated, and other customer-specific products are non-cancelable and non-returnable once MSI incurs a non-cancelable commitment. Cancellation settlement remains subject to Section 9. This restriction does not eliminate claims for nonconforming goods.

Supplier minimum quantities, production lots, safety stock, and other stocking commitments must be expressly authorized in writing. The authorization shall identify the committed quantity or financial limit and the final inventory take date.

Forecasts and estimated annual usage do not independently authorize procurement beyond accepted orders or separate written authorization.

11. Receiving Inspection

Buyer shall inspect shipments promptly and notify MSI in writing of visible damage, shortages, or incorrect products within seven calendar days after actual receipt.

Visible transit damage should also be recorded on the delivery receipt where practicable and reported promptly to the carrier. Buyer shall retain relevant packaging and shipment records.

This receiving-inspection period does not by itself bar a claim for a defect that could not reasonably have been discovered during receiving inspection.

12. Product Warranty and Defect Claims

MSI distributes products manufactured by third parties. Where available and transferable, MSI will pass through the applicable manufacturer’s warranty. Its duration, coverage, exclusions, and available remedies depend on the product and manufacturer. Product-specific warranty information is available upon request and any required coverage must be addressed before order acceptance.

Unless expressly agreed in writing, MSI does not provide an additional warranty of product life or performance beyond applicable manufacturer coverage. This does not relieve MSI of responsibility for supplying the products expressly agreed upon or correcting its own fulfillment errors.

Buyer shall notify MSI promptly after discovering a suspected defect and within any applicable warranty notice period. Claims shall identify the order or invoice, part number, lot identification, affected quantity, and supporting evidence. Suspect goods must be segregated and made available for reasonable investigation.

MSI will reasonably assist with eligible manufacturer warranty claims but does not guarantee a manufacturer’s approval. Manufacturer coverage and MSI’s own contractual obligations are separate; a manufacturer’s denial does not by itself determine whether MSI fulfilled its obligations.

EXCEPT FOR MSI’S EXPRESS WRITTEN COMMITMENTS, MSI DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS EXCLUDES RIGHTS OR RESPONSIBILITIES THAT CANNOT LAWFULLY BE EXCLUDED.

13. Returns

All returns require MSI’s written return authorization and shipping instructions.

Discretionary returns of conforming products depend on condition, identification, traceability, and resale suitability. Installed, altered, damaged, or mixed-lot products are not eligible for discretionary return. Any restocking charge, return freight responsibility, and proposed credit will be disclosed before the return is authorized.

Defective or incorrectly supplied products are handled under the applicable claim procedure rather than the discretionary-return policy.

14. Remedies and Customer Charges

For a verified breach of MSI’s own express product obligations, MSI will, at its option and within a reasonable time, replace the affected goods or refund their purchase price and bear reasonable authorized return freight. These remedies are exclusive to the extent permitted by law. Manufacturer warranty remedies remain subject to the applicable manufacturer’s terms.

Sorting, rework, outside inspection, expedited freight, and other customer charges require supporting documentation and MSI’s written authorization before expenditure, except for reasonable emergency measures required by law or necessary to prevent imminent injury or property damage. Emergency action does not by itself establish MSI’s responsibility for the cost.

15. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, MSI SHALL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR PRODUCTION INTERRUPTION. MSI’S AGGREGATE LIABILITY ARISING FROM A CLAIM SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO THAT CLAIM. THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

16. Drawings and Tooling

Buyer represents that it is authorized to provide drawings, specifications, and other materials for the requested supply. Buyer retains design responsibility unless otherwise agreed.

Tooling ownership, payment, maintenance, storage, access, and disposition require a separate written agreement. Tooling charges alone do not establish ownership of a supplier’s designs or manufacturing know-how.

17. Governing Law and Written Agreements

Michigan law governs, excluding its conflict-of-law rules. Disputes shall be brought in a state court in Wayne County, Michigan, or the United States District Court for the Eastern District of Michigan, as jurisdiction permits. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Notices shall be provided in writing to the business contacts identified in the transaction documents. Amendments and exceptions require written agreement by authorized representatives.

The dated version incorporated into the accepted transaction applies. Later website revisions do not automatically amend existing orders. If a provision is unenforceable, the remaining provisions continue to apply to the extent permitted by law.