Terms and Conditions of Sale
Last updated: August 7, 2026
1. Scope of Application
1.1 These Terms and Conditions of Sale ("Terms") apply exclusively to the sale of goods by Russell Machine Tools, LLC, doing business as Metal Deburring Supply, of 1500 S. Dairy Ashford, Houston, Texas 77077 ("Seller," "MDS," "we," "us"), to business, commercial, governmental, and institutional buyers ("Customer") located in the United States, Canada, and Mexico. These Terms do not apply to sales to consumers, meaning individuals purchasing primarily for personal, family, or household use.
1.2 These Terms apply exclusively to every Order, even if not expressly referenced again, unless Seller agrees otherwise in a writing signed by an authorized representative of Seller. Any additional, different, or conflicting terms proposed by Customer — whether in a purchase order, procurement portal, or otherwise — are hereby expressly rejected and are not binding on Seller, even if Seller does not separately object to them and even if Seller proceeds to ship the Goods with knowledge of such conflicting terms. Seller's acceptance of any Order is expressly conditioned on Customer's assent to these Terms.
1.3 Other orders, instructions, and notices from Customer are valid in any legible, retrievable form (including email or electronic order portal). Any party relying on a subsequent change to an order bears the burden of proving both its content and that it was correctly and completely transmitted to, and received by, the other party.
2. Quotations; Formation of Contract; Full Prepayment Required
2.1 Customer's selection of items in Seller's Quote Cart and submission of a quote request is an invitation for Seller to prepare a quotation. It is not an offer and does not obligate Seller to sell at any particular price, quantity, or delivery time.
2.2 A quotation issued by Seller — whether by email or otherwise — states then-current pricing and estimated availability but is not itself an offer capable of acceptance by Customer. Each quotation is assigned a unique quote number and is subject to correction of pricing or stock errors, and expires 15 days after issuance, or sooner upon depletion of available stock, unless the quotation states a different validity period.
2.3 Seller does not extend credit, open-account terms, net payment terms, or any line of credit to any customer. After Seller has issued a quotation and assigned it a quote number, an order is placed, and a binding contract is formed, only when Seller has received 100% of the quoted purchase price, plus applicable taxes and shipping charges, in full, in cleared, irrevocable funds, submitted against that quote number through Seller's designated Pay an Invoice page, using a payment method Seller accepts. Submitting a quote request, payment information, a purchase order number, or a purported acceptance without full, cleared payment against an issued quote number does not place an order and does not bind Seller.
2.4 Upon receipt of payment in full against an issued quote number, Seller will issue a written order confirmation or invoice confirming the order. Seller may nonetheless decline or cancel an order after payment is received — for example, because of suspected fraud, a pricing or stock error, or Seller's inability to source the Goods — in which case Seller's sole obligation is to refund the full amount Customer paid for the cancelled order, and Seller has no further liability.
2.5 Electronic communications (email, EDI, or a legible facsimile) satisfy any requirement in these Terms that a communication be in writing, provided the sender is identifiable.
3. Scope of Deliveries and Product Information
3.1 Any documents accompanying Seller's quotations (drawings, technical data sheets, specifications, and similar materials, including materials originating from Seller's manufacturing partners) are approximate and for general reference only, and do not constitute guaranteed properties or specifications. Any technical or application advice Seller provides — verbal, written, or through testing — is furnished to the best of Seller's knowledge but is non-binding, informational only, and does not relieve Customer of its own obligation to test and confirm the suitability of the Goods for Customer's intended process, application, and equipment, including compatibility with Customer's tools and machines.
3.2 Seller reserves the right to make changes to production methods, materials, sourcing, and specifications at any time, including after formation of the contract, so long as the price and essential functional characteristics are not materially changed.
3.3 Seller reserves the right to over- or under-ship an Order by up to 10% of the ordered quantity for production and packaging reasons, and Customer shall accept and pay for the quantity actually shipped, adjusted pro rata. Customer has no claim arising solely from such a variance.
4. Delivery Dates; Force Majeure
4.1 Delivery dates stated by Seller are estimates only and non-binding, and are conditioned on Customer's complete and timely clarification of all technical details of the Order. A binding delivery date applies only if expressly agreed in a writing signed by Seller.
4.2 If a specific delivery date has been expressly agreed in writing, Seller is in default only after Customer delivers a separate written notice of default and a commercially reasonable cure period, not less than 15 days, has expired without delivery.
4.3 Neither party is liable for any failure or delay in performance (including delivery or acceptance) caused by events beyond its reasonable control, including but not limited to: acts of God; fire; flood; epidemic or pandemic; governmental order, regulation, or embargo; strikes, lockouts, or other labor disputes; unforeseeable shortages of labor, energy, transportation, raw materials, or components; cyberattack or telecommunications failure; and disruption of Seller's own supply chain, including disruption at the level of Seller's manufacturing partners outside the United States ("Force Majeure Event"). The affected party's performance is excused for the duration and to the extent of the disruption. If a Force Majeure Event delays delivery or acceptance by more than 12 weeks, either party may withdraw from the affected Order by written notice. Seller is not obligated to source replacement goods from an alternate supplier if its own source of supply is reduced or interrupted.
5. Shipping, Transfer of Risk, and Packaging
5.1 Unless the parties agree otherwise in writing, risk of loss, damage, or destruction of the Goods passes to Customer upon tender of the Goods to the carrier at the point of origin (Ex Works / EXW, Incoterms® 2020) — whether that point is Seller's own facility or the facility of Seller's manufacturer or supplier, including a facility located outside the United States — or, if Customer collects the Goods itself, when the Goods are made available for pickup. Seller selects the carrier, route, shipping method, and fulfillment location in its discretion absent a written agreement to the contrary.
5.2 Standard packaging is included in the price. Special packaging requested by Customer is invoiced at Seller's cost, plus a handling charge. Customer bears any additional cost arising from Customer's special shipping instructions, freight-rate increases occurring after the Order is placed, redirection, and storage, unless Seller has expressly agreed in writing to deliver carriage-paid.
5.3 Cross-border shipments within the United States, Canada, and Mexico, and any shipment originating outside those countries under Section 5.4, are made on the basis of Incoterms® 2020, as supplemented or modified by Section 5.1 above.
5.4 Seller may fulfill an Order from its own inventory or through a third-party manufacturer or supplier — including Boeck GmbH or another supplier located outside the United States — and may ship the Goods using Seller's own packing list, invoice, and branding rather than the originating manufacturer's or supplier's. Because Goods fulfilled this way may originate outside the United States, Canada, or Mexico, they may not qualify for preferential tariff treatment under the USMCA or any other trade agreement, and Seller makes no representation regarding the Goods' eligibility for any such treatment or regarding the duty rate, tariff classification, or import restrictions that will apply.
5.5 Unless Seller's quotation expressly states that pricing is delivered duty paid, Customer is solely responsible for (a) all import duties, tariffs, taxes, customs broker fees, and other charges assessed on the Goods by the destination country, whether collected by the carrier at delivery or otherwise, and (b) acting as, or arranging, the importer of record and complying with all import laws of the destination country. Seller has no obligation to reimburse or credit Customer for any such amount.
5.6 If Customer becomes aware, through packing materials, product markings, or otherwise, of the identity of Seller's manufacturer or supplier for any Goods, Customer shall not use that information to contact, solicit, or place an order directly with that manufacturer or supplier in place of Seller, and shall direct all future orders for the Goods to Seller.
6. Prices; Payment; No Credit
6.1 Seller does not impose a minimum order value. Customer may place an Order for any quantity of Goods Seller is willing to quote, subject to Seller's ability to source and price the Goods.
6.2 The price stated on Customer's paid quotation is the price charged for that Order and includes applicable freight only if the quotation says so; it excludes all sales, use, excise, and similar taxes, which are Customer's responsibility unless Customer furnishes a valid exemption certificate before payment. Because Customer pays the full price before Seller accepts the Order under Section 2.3, Seller will not seek additional payment for a subsequent general price increase on an Order already paid in full, except for freight or tax adjustments, changes Customer requests, or correction of a quoting error.
6.3 Seller does not extend credit. Seller does not accept purchase orders, partial payment, deposits, open-account terms, or net payment terms in lieu of payment in full. Every Order must be paid 100% in advance, against the quote number Seller has issued for that Order, using a payment method Seller accepts through Seller's designated Pay an Invoice page, before Seller has any obligation to accept, process, or ship the Order.
6.4 Seller currently processes payment exclusively through Seller's Pay an Invoice page, a third-party payment portal operated by PayPal, using the quote number Seller has issued for the Order. Customer may pay using a credit or debit card, a PayPal account balance, or a "Pay Later" or similar installment or financing option, to the extent PayPal makes that option available to Customer. Regardless of which option Customer selects, an Order is placed under Section 2.3 only once Seller's payment portal confirms that Seller has received the full purchase price in cleared funds; Customer's mere selection of a "Pay Later" or similar option does not place an Order or bind Seller before that confirmation occurs.
6.5 A "Pay Later," installment, or other financing option offered through Seller's payment portal is a service PayPal (or its lending partner) provides directly to Customer, under PayPal's own terms and at PayPal's own discretion. Seller is not a party to that arrangement, does not evaluate or approve it, and it does not constitute credit extended by Seller. Customer's repayment obligations to PayPal are separate from, and do not affect, Seller's requirement that Seller receive full payment before an Order is placed.
6.6 Customer's use of Seller's payment portal is also subject to PayPal's own user agreement, terms of service, and privacy policy, which Seller does not control and is not a party to. Seller is not responsible for any error, delay, outage, security incident, or dispute arising from Customer's use of PayPal or any financing option PayPal offers, including any dispute between Customer and PayPal regarding a "Pay Later" or similar arrangement.
6.7 If a payment is declined, fails, or is not received in cleared funds, no Order is placed, and the pending quote lapses without liability to either party. If Seller suspects a payment is fraudulent or unauthorized, Seller may refuse or cancel the Order and refund any amount actually received, and has no further liability to Customer or the payment method holder.
6.8 Customer may not withhold or set off any payment owed to Seller except against amounts that are undisputed or reduced to a final, non-appealable judgment.
6.9 If Customer obtains a chargeback, reversal, or other invalidation of a payment already applied to a shipped Order — through PayPal, its card issuer, its bank, or otherwise — after the Goods have shipped, Seller may treat the reversed amount as an unpaid balance owed by Customer, pursue collection of that amount together with a $35 processing fee, and exercise the rights described in Section 10. Seller does not charge interest or a late fee on any unpaid balance under this Section 6.9 or under Section 5.2 for freight, redirection, or storage charges invoiced after shipment, but Customer shall reimburse Seller's reasonable collection costs and attorneys' fees incurred to collect any amount due, whether or not litigation is commenced.
7. Warranty Disclaimer and Limited Remedy for Defects
7.1 To the extent the Goods are manufactured by Boeck GmbH or another third-party manufacturer, Seller's sole warranty obligation is to pass through to Customer, to the extent assignable and available, the warranty (if any) extended by that manufacturer. For all other Goods, Seller warrants only that the Goods will substantially conform to Seller's written specifications for a period of 6 months from transfer of risk under Section 5.1 (the "Warranty Period"), or such shorter period as applies to any pass-through manufacturer's warranty, whichever is shorter.
7.2 Except for the limited warranty in Section 7.1, the Goods are sold "as is," and Seller disclaims all other warranties, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. No employee, distributor, or agent of Seller is authorized to make any warranty in addition to those in this Section 7.
7.3 Customer must inspect the Goods promptly upon receipt and must notify Seller in writing of any claimed defect, with a reasonably detailed description and, where practicable, photographs, within 5 business days after receipt. Customer's failure to give timely notice is a waiver of all claims related to that defect. Representative samples of any Goods complained of must be provided to Seller for evaluation on request; the remainder of the disputed Goods must be held available for Seller's inspection, at no cost to Seller, for one month, and returned to Seller on request. This Section 7.3 does not apply where Customer has resold the Goods unprocessed in the ordinary course of business before the defect was discovered or reasonably discoverable.
7.4 Seller's entire liability and Customer's exclusive remedy for any breach of the warranty in Section 7.1 is, at Seller's sole discretion, repair of the nonconforming Goods, replacement of the nonconforming Goods, or credit or refund of the purchase price paid for the nonconforming Goods. No Goods may be returned without Seller's prior written return authorization; Seller may refuse unauthorized returns. If Seller is unable to remedy a confirmed defect within a commercially reasonable time, Customer's sole remedy is a refund of the purchase price for the nonconforming Goods, or a price reduction, at Seller's election.
7.5 Product descriptions, specifications, samples, and similar materials referenced in Order documents describe the Goods but do not create any warranty or guarantee beyond what is expressly stated in Section 7.1.
8. Returns and Cancellations (Non-Defective Goods)
8.1 Because Seller sells against a Customer-approved quotation and Customer pays in full before shipment, Seller has no obligation to accept the return of, or to cancel an Order for, Goods that conform to the Order and are free of defects. Any return or cancellation of non-defective Goods is at Seller's sole discretion and subject to this Section 8. This Section 8 does not apply to a claimed defect, which is governed exclusively by Section 7.
8.2 If Customer requests to cancel an Order for standard, stocked catalog Goods before the Goods have shipped, and Seller agrees to the cancellation, Seller will refund the amount Customer paid for the cancelled Goods, less a cancellation fee equal to 20% of the purchase price of the cancelled Goods. This Section 8.2 does not apply to Specialty Goods, which are governed by Section 8.5 instead, whether cancellation is requested before or after shipment.
8.3 If Seller agrees to accept a return of non-defective Goods after the Goods have shipped, Customer must first obtain a written return authorization (RMA) from Seller. Seller may refuse any return made without a prior RMA, and may refuse a return of Goods that are used, installed, damaged, missing original packaging, or not in resalable condition.
8.4 Except as provided in Section 8.2 (pre-shipment cancellation) or Section 8.5 (Specialty Goods), any refund or credit for a return of standard, stocked catalog Goods after the Goods have shipped, accepted under this Section 8, is subject to a restocking fee equal to 35% of the purchase price of the returned Goods, deducted from the amount refunded or credited, plus any outbound or return shipping charges, which are Customer's responsibility and are not refundable.
8.5 "Specialty Goods" means tooling or other Goods that are special-order, custom-configured, made to Customer's specifications, or otherwise not part of Seller's standard stocked catalog. Because Specialty Goods typically cannot be resold to another customer, Seller may refuse to accept the return or cancellation of any Specialty Goods altogether, in its sole discretion. If Seller does accept a return or cancellation of Specialty Goods, any refund or credit is subject to a fee equal to 85% of the purchase price of the Goods, in place of the fee in Section 8.2 or Section 8.4, deducted from the amount refunded or credited, plus any outbound or return shipping charges, which are Customer's responsibility and are not refundable.
9. Limitation of Liability
9.1 To the maximum extent permitted by law, Seller's total cumulative liability arising out of or relating to any Order or these Terms, under any theory of liability (including contract, tort, negligence, strict liability, or otherwise), shall not exceed the amount actually paid by Customer to Seller for the specific Goods giving rise to the claim.
9.2 In no event will Seller be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost production, lost data, cost of substitute goods, or business interruption, even if Seller has been advised of the possibility of such damages and even if a remedy under Section 7 fails of its essential purpose.
9.3 Any claim or cause of action arising out of or related to the sale of Goods must be commenced within one (1) year after it accrues or be forever barred, as permitted under Texas Business & Commerce Code § 2.725. The limitations in this Section 9 apply notwithstanding any failure of essential purpose of any limited remedy and survive termination or expiration of the parties' relationship.
10. Title; Security Interest for Reversed Payments
10.1 Because Customer pays the full purchase price before Seller ships the Goods under Sections 2.3 and 6.3, Seller extends no credit, and title and risk of loss pass to Customer as provided in Section 5.1 once Seller has received full, cleared payment and tendered the Goods to the carrier.
10.2 If a payment for an Order is later charged back, reversed, or otherwise invalidated after the Goods have shipped, as described in Section 6.9, Customer grants Seller a purchase money security interest under Article 9 of the Texas Uniform Commercial Code in the Goods subject to that Order and their proceeds (including resale or insurance proceeds), effective automatically upon the reversal and continuing until Seller has received full, irrevocable payment for that Order. This security interest applies only to an Order affected by a payment reversal described in Section 6.9, and does not apply to any Order for which Seller has received and retained full, cleared payment.
10.3 Customer authorizes Seller to file a UCC-1 financing statement (and any amendments or continuations) describing the Goods subject to an unresolved payment reversal and their proceeds, in any jurisdiction Seller reasonably deems necessary to perfect the security interest granted in Section 10.2, and Customer will promptly execute and deliver any further documents Seller reasonably requests for that purpose.
10.4 If Customer does not resolve a payment reversal described in Section 6.9 within a reasonable period after Seller's demand, Seller may, to the extent permitted by law and without further notice, (a) require Customer to make the affected Goods available to Seller at a reasonably convenient location, and (b) enter any premises where the Goods are located during normal business hours and peaceably repossess them, exercising the rights of a secured party under Article 9 of the Texas UCC. Repossession does not relieve Customer of liability for any resulting deficiency between the value recovered and the amount owed.
11. Export and Import Compliance
11.1 Customer shall comply with all applicable U.S. export control and economic sanctions laws (including the Export Administration Regulations) and all import laws of the destination country in connection with any purchase, resale, transfer, or use of the Goods, and shall not export, re-export, or transfer the Goods, directly or indirectly, to any restricted country, end use, or restricted or denied party without first obtaining any required government authorization. Customer shall defend, indemnify, and hold Seller harmless from any claim, fine, penalty, or loss arising out of Customer's breach of this Section 11.
12. Indemnification
12.1 Customer shall defend, indemnify, and hold harmless Seller and its officers, employees, and agents from and against any claim, damage, loss, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use, processing, resale, or application of the Goods; (b) Customer's failure to independently verify the suitability of the Goods for Customer's intended process or purpose as required by Section 3.1; or (c) any breach by Customer of these Terms.
13. Business Contact Information
13.1 Seller collects and uses business contact information of Customer's personnel (such as names, titles, email addresses, and phone numbers) solely to administer the parties' business relationship, process Orders, and provide support. Because this processing occurs in a business-to-business context, it generally falls outside statutes that protect only individuals acting in a personal or household context, such as the Texas Data Privacy and Security Act. Seller does not sell Customer's business contact information to unaffiliated third parties for their own marketing purposes.
14. Governing Law; Dispute Resolution
14.1 Governing Law. These Terms and every Order are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles, including the Texas Uniform Commercial Code.
14.2 CISG Excluded. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms or to any Order, and is expressly excluded in its entirety, including as to any Customer located outside the United States.
14.3 Venue. Subject to Seller's election below, the exclusive venue for any dispute arising out of or relating to these Terms or any Order is the state or federal courts located in Harris County, Texas, and Customer consents to personal jurisdiction there and waives any objection based on venue or forum non conveniens. Seller may, at its sole election, instead bring an action against Customer in any court of competent jurisdiction where Customer is located or where Customer's assets may be found.
14.4 Jury Waiver. To the extent permitted by applicable law, each party knowingly and voluntarily waives any right to a trial by jury in any action arising out of or relating to these Terms or any Order. [Confirm with counsel that this waiver is appropriate for MDS's customer base.]
14.5 Fees. In any action to enforce these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs, in addition to the collection-cost recovery in Section 6.9.
15. Miscellaneous
15.1 Assignment. Customer may not assign or transfer any Order or these Terms, in whole or in part, without Seller's prior written consent. Seller may assign these Terms or any Order, in whole or in part, without Customer's consent, including to an affiliate or successor.
15.2 No Waiver. Seller's failure to enforce any provision of these Terms is not a waiver of its right to enforce that or any other provision later.
15.3 Severability. If any provision of these Terms is held invalid or unenforceable, that provision is limited or eliminated to the minimum extent necessary, and the remaining provisions remain in full force and effect.
15.4 Entire Agreement. These Terms, together with Seller's written order confirmation and invoice, constitute the entire agreement between the parties regarding the Goods and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, regarding their subject matter.
15.5 Language. These Terms are prepared in English. Any translation is provided for convenience only, and the English-language version controls in the event of any conflict.
Contact Us
Metal Deburring Supply, A Russell Machine Tools Company
1500 S. Dairy Ashford Rd, #207, Houston, TX 77077
info@metal-deburring.com ·
(832) 331-2619