1. Agreement; Conditional Acceptance
- 1.1 Exclusive Terms: These Terms, together with PrimeLines LLC’s (“PrimeLines”) quotation, sales acknowledgment, invoice, and any written amendment signed by an authorized officer of PrimeLines, constitute the entire agreement between PrimeLines and Buyer with respect to the sale of Products.
- 1.2 Acceptance Expressly Conditional: PrimeLines’ acceptance of any purchase order or other offer is expressly made conditional upon Buyer’s assent to these Terms. PrimeLines objects to and rejects all additional, different, or inconsistent terms proposed by Buyer, whether contained in any purchase order, release, vendor packet, bid package, specification, drawing, portal, website, click-through process, EDI transmission, email, course of dealing, or other document or communication.
- 1.3 No Superseding Buyer Terms: No terms submitted by Buyer shall amend, supersede, replace, or supplement these Terms unless PrimeLines expressly agrees in writing signed by an authorized officer of PrimeLines that specifically identifies the provision being modified.
- 1.4 Performance Does Not Equal Acceptance of Buyer Terms: PrimeLines’ commencement of performance, shipment, delivery, invoicing, acceptance of payment, technical support, or reference to Buyer’s purchase order number is solely for convenience and shall not constitute acceptance of any Buyer terms.
- 1.5 Buyer Assent: Buyer shall be deemed to have accepted these Terms by any of the following: issuing a purchase order, paying a deposit, directing PrimeLines to proceed, accepting shipment or delivery, failing to object in writing within 1 business day after receipt of PrimeLines’ acknowledgment, or using or reselling the Products.
- 1.6 Order of Precedence: In the event of a conflict, the order of precedence shall be: (a) a written amendment signed by an authorized officer of PrimeLines; (b) PrimeLines’ sales acknowledgment; (c) PrimeLines’ quotation; (d) these Terms; and (e) all other documents.
- 1.7 No Oral Modification: No employee, salesperson, or agent of PrimeLines is authorized to modify these Terms except in writing signed by an authorized officer of PrimeLines.
2. Quotations; Pricing; Taxes
- 2.1 Quotations: Unless otherwise stated in writing, PrimeLines quotations are non-binding and may be changed or withdrawn without notice prior to PrimeLines’ written acknowledgment.
- 2.2 Prices: Prices are those stated in PrimeLines’ quotation or acknowledgment and are based on costs, exchange rates, freight conditions, duties, tariffs, supplier pricing, and availability existing at the time of quotation. Prices do not include taxes, duties, customs charges, permits, insurance, storage, rigging, installation, startup, or field labor unless specifically stated.
- 2.3 Price Adjustments: PrimeLines may equitably adjust price, schedule, and scope for: (a) Buyer-requested changes; (b) changes in law, tariffs, duties, or taxes; (c) increases in supplier, freight, labor, or raw material costs; (d) supply chain disruptions; (e) delays caused by Buyer; or (f) changes in delivery requirements.
- 2.4 Taxes: Buyer shall pay all sales, use, excise, value-added, gross receipts, customs, import, export, and similar taxes or charges arising from the transaction, excluding taxes based solely on PrimeLines’ net income. If PrimeLines pays any such amounts, Buyer shall reimburse PrimeLines on demand.
3. Payment Terms; Credit; No Setoff
- 3.1 Payment Terms: Unless otherwise stated by PrimeLines Sales in writing, payment is due upon receipt of invoice. Any extension of payment terms must be approved by PrimeLines Sales and, if approved, shall be on a Net 30 basis.
- 3.2 No Setoff or Backcharge: Buyer shall pay all amounts in full, without deduction, withholding, setoff, recoupment, counterclaim, backcharge, or holdback of any kind.
- 3.3 Past Due Amounts: Past due amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, plus all reasonable costs of collection, including attorneys’ fees, court costs, and collection agency fees.
- 3.4 Cross-Default: If Buyer defaults on any obligation to PrimeLines, PrimeLines may declare all amounts owed by Buyer immediately due and payable.
- 3.5 Credit Insecurity: If PrimeLines determines, in its sole judgment, that Buyer’s financial condition or payment performance does not justify continued production, shipment, or credit, PrimeLines may require cash in advance, adequate assurance, additional security, progress payments, or other revised terms, and may suspend performance until satisfied.
- 3.6 Progress Payments: For orders involving staged procurement, engineering, fabrication, or release schedules, PrimeLines may require deposits and/or progress payments as stated in the quotation or acknowledgment. If a progress payment is overdue, PrimeLines may suspend performance, revise delivery dates, and declare the unpaid balance immediately due.
- 3.7 Minimum Billing: PrimeLines may impose a minimum order charge as stated in its pricing policies or quotation.
- 3.8 Fees: A processing fee of 3% will be added to all credit card transactions, and a $40 wire fee will be applied to all wire transfers.
4. Orders; Changes; Cancellation; Buyer Delay
- 4.1 Accepted Orders: No order is binding on PrimeLines unless accepted by PrimeLines in writing.
- 4.2 Changes: Buyer may not change quantity, configuration, destination, specifications, or delivery requirements after acceptance except with PrimeLines’ written consent. Approved changes may result in revised pricing, lead time, freight, and restocking or engineering charges.
- 4.3 Cancellation: No accepted order may be canceled, suspended, terminated, or rescheduled by Buyer without PrimeLines’ prior written consent. If PrimeLines consents, Buyer shall pay all losses, costs, and expenses resulting from the cancellation or change, including supplier charges, engineering costs, procurement costs, restocking charges, storage, freight, handling, cancellation fees, and a reasonable allocation of overhead and profit.
- 4.4 NCNR Orders: Special, custom, modified, engineered-to-order, imported, non-stock, non-cancellable and non-returnable (NCNR) Products are final sale and may not be canceled or returned.
- 4.5 Buyer Delay: If Buyer delays approvals, release, pickup, shipment, delivery, installation, inspection, or acceptance, PrimeLines may store the Products at Buyer’s risk and expense, invoice Buyer as though delivery had occurred, and revise pricing and delivery dates accordingly.
5. Shipment; Delivery; Risk of Loss
- 5.1 Shipment Terms: Unless otherwise stated in PrimeLines’ acknowledgment, shipment is F.O.B. PrimeLines’ shipping point, freight prepaid and added when PrimeLines selects the carrier. If Buyer selects the carrier, shipment shall be freight collect or third-party bill.
- 5.2 Delivery Dates: Delivery dates are estimates only and are not guaranteed. PrimeLines shall not be liable for any delay in manufacture, procurement, shipment, or delivery.
- 5.3 Partial Shipments: PrimeLines may make partial shipments and invoice each shipment separately.
- 5.4 Risk of Loss: Risk of loss, damage, and delay in transit passes to Buyer upon delivery of the Products to the carrier or to Buyer, whichever occurs first.
- 5.5 Transportation Claims: Buyer is responsible for inspecting shipments upon receipt and for filing all freight, shortage, damage, or concealed-damage claims directly with the carrier. Any visible shortage or damage must be noted at delivery. Any concealed damage claim must be made promptly and in no event later than five (5) calendar days after receipt.
- 5.6 Lift-Gate / Site Conditions: Buyer is responsible for notifying PrimeLines of any special delivery requirements, including lift-gate service, appointment delivery, limited access, jobsite restrictions, or lack of unloading equipment. Additional charges shall apply.
6. Inspection; Acceptance
- 6.1 Inspection: Buyer shall inspect the Products within five (5) calendar days after receipt.
- 6.2 Notice of Nonconformity: Buyer must notify PrimeLines in writing of any claim for shortage, visible damage, shipping error, or other nonconformity discoverable upon reasonable inspection within five (5) calendar days after receipt. Failure to do so constitutes irrevocable acceptance.
- 6.3 Deemed Acceptance: Products shall be deemed accepted upon the earliest of: (a) Buyer’s use, installation, modification, or resale of the Products; (b) Buyer’s failure to timely reject in writing as provided above; or (c) five (5) calendar days after delivery.
- 6.4 No Revocation After Use: Buyer may not revoke acceptance after the Products have been installed, energized, modified, integrated, or put into service.
7. Limited Warranty; Performance; Disclaimer
- 7.1 Title: PrimeLines warrants only that it will convey good title to the Products, free of undisclosed security interests created by PrimeLines.
- 7.2 Limited Product Warranty: Subject to the exclusions below, PrimeLines warrants only that, at the time of delivery, the Products will materially conform to PrimeLines’ written acknowledgment or quotation and be free from material defects in workmanship to the extent expressly covered by PrimeLines’ written warranty, if any.
- 7.3 Manufacturer Warranty Pass-Through: For Products not manufactured by PrimeLines, PrimeLines assigns to Buyer, to the extent assignable, only the manufacturer’s warranty actually received by PrimeLines, if any. PrimeLines makes no separate warranty for third-party manufactured Products beyond that assignment.
- 7.4 Performance Limitation: PrimeLines supplies only the equipment and items expressly identified in PrimeLines’ quotation, acknowledgment, and approved submittal data. Unless expressly stated otherwise in writing signed by PrimeLines, Buyer is solely responsible for application suitability, system design, controls integration, field conditions, local code compliance, permits, startup conditions, commissioning, and final performance in Buyer’s specific application.
- 7.5 No Expanded Warranty by Data or Advice: Catalogs, brochures, drawings, dimensional information, performance curves, engineering assistance, specifications, and technical advice are for general informational purposes only and do not create any warranty or guarantee.
- 7.6 Warranty Exclusions: PrimeLines shall have no warranty obligation for any condition caused in whole or in part by: (a) improper storage, handling, installation, operation, or maintenance; (b) misuse, abuse, negligence, or accident; (c) alteration, repair, or modification not authorized in writing by PrimeLines; (d) normal wear and tear; (e) power quality issues, controls logic, field wiring, environmental conditions, corrosive atmospheres, vibration, contamination, or site conditions; (f) use outside published ratings or intended purpose; or (g) Buyer-furnished specifications, drawings, or instructions.
7.7 Conspicuous Disclaimer: EXCEPT AS EXPRESSLY STATED IN THIS SECTION, PRIMELINES MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR DESCRIPTION OUTSIDE PRIMELINES’ SIGNED WRITINGS.
8. Nonconforming Products; Exclusive Remedy; Right to Cure
- 8.1 Claim Procedure: As a condition to any claim, Buyer must: (a) give timely written notice; (b) stop using the allegedly nonconforming Product; (c) preserve the Product for inspection; and (d) comply with PrimeLines’ return authorization instructions.
- 8.2 PrimeLines’ Election of Remedy: For any valid claim, PrimeLines may, at its sole option: (a) repair the Product; (b) replace the Product or the nonconforming part; (c) accept return of the Product and issue credit or refund for the purchase price allocable to the affected Product; or (d) provide an equitable price adjustment.
- 8.3 Exclusive Remedy: The remedies stated in this Section are Buyer’s sole and exclusive remedies for any claim arising from or relating to the Products, whether based in contract, warranty, tort, negligence, strict liability, indemnity, or otherwise.
- 8.4 Right to Cure: PrimeLines shall have the right to cure any alleged nonconformity within a reasonable time, including by repair, replacement, substitution of conforming tender, or price adjustment, even if the original time for performance has passed.
9. Limitation of Liability
- 9.1 Cap on Liability: To the fullest extent permitted by law, PrimeLines’ total aggregate liability arising out of or relating to any quotation, order, sale, Product, or these Terms shall not exceed the amount actually paid to PrimeLines for the specific Product giving rise to the claim.
- 9.2 Excluded Damages: In no event shall PrimeLines be liable for any lost profits, lost revenue, loss of use, loss of production, downtime, loss of business opportunity, cost of capital, cost of substitute goods, cover, penalties, liquidated damages, delay damages, backcharges, field labor, removal costs, reinstallation costs, testing costs, engineering costs, or any incidental, indirect, special, exemplary, punitive, or consequential damages of any kind, whether or not foreseeable and even if advised of the possibility.
- 9.3 Commercial Allocation of Risk: Buyer acknowledges that the prices charged by PrimeLines reflect this allocation of risk and that PrimeLines would not enter into the transaction without these limitations.
10. Indemnification
- 10.1 Buyer Indemnity: Buyer shall defend, indemnify, and hold harmless PrimeLines and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, demands, losses, liabilities, damages, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) Buyer’s handling, storage, installation, integration, operation, maintenance, resale, or disposal of the Products; (b) Buyer’s negligence or misconduct; (c) Buyer’s violation of law, code, permit, or regulation; (d) Buyer-furnished designs, drawings, data, or specifications; or (e) injury to persons or property occurring after risk of loss passes to Buyer, except to the extent finally determined by a court of competent jurisdiction to have been caused solely by PrimeLines’ gross negligence or willful misconduct.
11. Force Majeure; Excusable Delay
- 11.1 Force Majeure: PrimeLines shall not be liable for any delay, nonperformance, or failure to perform caused in whole or in part by events beyond its reasonable control, including supplier failure, material shortages, allocation, labor disputes, transportation delays, acts of God, fire, flood, weather, epidemic, pandemic, war, terrorism, cyber incident, embargo, tariff change, governmental action, utility interruption, or inability to obtain labor, materials, or components on commercially reasonable terms. In such event, PrimeLines may suspend performance, allocate available supply, extend delivery dates, revise pricing, or cancel affected portions of the order without liability.
12. Compliance; Export; Sanctions
- 12.1 Compliance: Buyer is responsible for compliance with all laws, codes, rules, and regulations applicable to Buyer’s importation, exportation, installation, use, resale, and disposal of the Products.
- 12.2 Project Compliance: Buyer shall obtain all permits, inspections, and approvals required for its project and application unless PrimeLines expressly agrees otherwise in writing.
- 12.3 Trade Compliance: Buyer shall not export, re-export, transfer, or use the Products in violation of applicable trade, export control, customs, or sanctions laws.
13. Intellectual Property; Confidentiality
- 13.1 Intellectual Property: PrimeLines retains all right, title, and interest in and to its drawings, quotations, submittals, designs, software, technical data, trademarks, and other intellectual property. No sale transfers any intellectual property rights except the limited right to use the Products for their intended purpose.
- 13.2 Confidentiality: Unless a separate written confidentiality agreement signed by PrimeLines applies, PrimeLines undertakes no obligation to keep confidential any information furnished by Buyer.
14. Returns; Return Authorization; Restocking
- 14.1 Written Approval Required: No Product may be returned without PrimeLines’ prior written return authorization.
- 14.2 Condition of Return: Approved returns must be in new, unused, current-condition, resalable condition, in original packaging, and received at the designated return location within the time stated by PrimeLines.
- 14.3 Freight: Buyer is responsible for all return freight, insurance, packaging, and handling unless PrimeLines expressly agrees otherwise in writing. Freight collect and C.O.D. returns will not be accepted.
- 14.4 Inspection: Returned Products are subject to PrimeLines inspection and acceptance. PrimeLines may reject any return that does not meet return requirements.
- 14.5 Restocking / Repackaging Charges: Approved returns are subject to restocking, repackaging, inspection, and refurbishment charges as determined by PrimeLines.
- 14.6 No Return Categories: Special, custom, modified, non-stock, used, installed, damaged, obsolete, discontinued, imported, or NCNR Products may not be returned.
- 14.7 Defective Products: Returns based on alleged defect are governed solely by Sections 7 and 8, not this return policy.
- 14.8 Brand / Product NCNR Designations: PrimeLines may designate specific brands, manufacturers, product lines, or orders as non-cancellable and non-returnable in its quotation, acknowledgment, website, or order documentation, and those designations shall control.
15. International Orders
- 15.1 Payment: International orders may require full or partial prepayment by wire.
- 15.2 Compliance: Buyer is responsible for all export/import compliance, duties, customs clearance, brokerage, taxes, documentation, and destination-country legal requirements.
- 15.3 Risk of Loss: Unless otherwise stated in PrimeLines’ acknowledgment, international sales are made from PrimeLines’ shipping point, and risk of loss passes in accordance with Section 5.
- 15.4 International NCNR: International orders designated by PrimeLines as non-cancellable and non-returnable are final and may not be canceled or returned.
16. Governing Law; Venue
- 16.1 Governing Law: These Terms and all disputes between PrimeLines and Buyer shall be governed by the laws of the State of Texas, including the Texas Uniform Commercial Code, without regard to conflict-of-laws rules.
- 16.2 CISG Exclusion: The United Nations Convention on Contracts for the International Sale of Goods does not apply.
- 16.3 Venue: Exclusive venue for any dispute shall be the state courts located in Dallas County, Texas, or the United States District Court for the Northern District of Texas, and Buyer irrevocably submits to such jurisdiction and venue.
17. Miscellaneous
- 17.1 Severability: If any provision is held unenforceable, the remaining provisions shall remain in effect.
- 17.2 No Waiver: Failure by PrimeLines to enforce any provision shall not constitute a waiver.
- 17.3 Cumulation of Remedies: All PrimeLines remedies are cumulative and may be exercised singly or concurrently.
- 17.4 Assignment: Buyer may not assign any order or rights without PrimeLines’ prior written consent.
- 17.5 No Third-Party Beneficiaries: These Terms are for the sole benefit of PrimeLines and Buyer and confer no rights on any third party.
- 17.6 Survival: Provisions relating to payment, warranty disclaimer, limitation of liability, indemnity, governing law, venue, security interest, confidentiality, and any other provision that by its nature should survive shall survive delivery, acceptance, termination, or cancellation.
17.7 Entire Agreement: These Terms, together with PrimeLines’ controlling quote and acknowledgment, are the complete and exclusive statement of the agreement between the parties with respect to the sale of the Products.
18. SMS / Text Messaging Program
- 18.1 Consent to Receive Messages: By providing your mobile phone number to PrimeLines Sales (“PrimeLines Sales,” “we,” “us,” or “our”) — including by checking a consent box on our website or app, texting us first at 972-964-2700 or by responding to an invitation to join our messaging program or providing verbal consent to an PrimeLines Sales representative — you agree to receive text messages (SMS/MMS) from or on behalf of PrimeLines Sales at that number, including messages sent using an automatic telephone dialing system.
Consent to receive marketing or promotional text messages is not required as a condition of purchasing any goods or services. If you provide consent to receive promotional messages, that consent is separate from, and in addition to, any consent you give to receive transactional or account-related messages. Message and data rates may apply. You are responsible for any charges from your wireless carrier.
- 18.2 Types of Messages: Depending on how you opted in, you may receive messages such as:
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- Transactional messages: order confirmations, shipping and delivery updates, quote updates, account alerts, and customer service communications.
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- Marketing messages: promotions, discounts, product announcements, and other marketing content, sent only to those who have separately opted in to receive marketing texts.
- 18.3 Message Frequency: Message frequency varies based on your interactions with us; however, you may receive up to four (4) messages per month. We will not send messages more frequently than described at the time you opted in.
- 18.4 How to Opt Out: You can cancel text messages at any time. Text STOP to 972-964-2700 or to any message you receive from us. After you send the opt-out message, we will send you a one-time confirmation that you have been unsubscribed, and you will no longer receive messages from us at that number unless you opt in again. If you have subscribed to multiple text messaging programs from PrimeLines Sales, you may need to opt out separately from each program.
- 18.5 Help: If you are experiencing issues with our messaging program, reply HELP to any message you receive from us, email us at info@primelines.com, or call us at 972-964-2700. You can also contact your wireless carrier directly for support.
- 18.6 Carriers and Delivery: Carriers are not liable for delayed or undelivered messages. We do not guarantee the delivery or timeliness of any message sent or received through the messaging program. Participating carriers include but are not limited to AT&T, T-Mobile, Verizon Wireless, and other major U.S. wireless carriers. Carriers are not responsible for supported devices or services.
- 18.7 Privacy and Data Sharing: SMS consent is not shared with third parties or affiliates for marketing purposes. We will not share your mobile phone number or opt-in status with third parties or affiliates for their own marketing or promotional purposes. Your information may be shared with service providers who help us deliver these messages (such as our SMS platform provider) solely for that purpose, and as otherwise described in our Privacy Policy.
- 18.8 Eligibility: By opting in, you represent that you are the account holder for, or are otherwise authorized to consent to messages sent to, the mobile number provided, and that you are at least 18 years old (or the age of majority in your jurisdiction).
- 18.9 Changes to This Program: We may change or discontinue this SMS/text messaging program, or these terms, at any time. Continued participation in the program after changes are posted constitutes acceptance of those changes.
18.10 Contact Us: Questions about this SMS/text messaging program can be directed to: