Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE

Effective February 27, 2026

1. General Terms

These terms and conditions (“Terms and Conditions”) herein written shall govern the legal relationship between buyer (“Buyer”) and Consolidated Paint Supply, a division of Admiralty Solutions Group (“Seller”) and shall supersede all previous communications, agreements, or contracts, and no term, condition, or trade custom in conflict or inconsistent herewith shall be binding upon Seller unless agreed to in writing. All orders for product (“Product”) are subject to acceptance by Seller in the form of a written acknowledgment or commencement of performance.

Seller’s failure to enforce any right it may have under these Terms and Conditions shall not be construed as a waiver thereof, nor shall such failure or failures be deemed to establish any custom, usage, course of dealing, or course of performance. The failure of Seller to exercise any rights resulting from Buyer’s default or otherwise shall not be deemed a waiver of such right or any other right.

These Terms and Conditions may be enforced at any time, in whole or in part. Any provision hereof which is prohibited or unenforceable in any applicable jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions or affecting the validity or enforceability in any other jurisdiction.

In the event Buyer’s terms and conditions of purchase conflict with the Terms and Conditions herein, the Parties hereby agree that all payment, warranty, liability, and indemnity terms in these Terms and Conditions will supersede any related terms in Buyer’s terms and conditions of purchase.

2. Quotations

Any quotation provided by Seller is valid for a period of thirty (30) days from its date, unless Seller has previously withdrawn it or unless otherwise stated in writing. Quotations are given on the basis that no contract shall come into existence until Seller issues a written acknowledgment of order to Buyer or commences performance, whichever occurs first.

All samples, drawings, descriptive matter, specifications, and technical data sheets issued by Seller or the manufacturer are provided for the sole purpose of giving an approximate idea of the Products described. They shall not form part of the contract unless expressly stated in writing.

3. Payment

Unless otherwise agreed in writing by Seller, payment in full is required prior to delivery or shipment of Products. Where Seller has agreed to extend credit terms in writing, such terms shall apply. Products may require other security for payment or performance, or may impose such other credit or payment terms as Seller deems appropriate in its sole discretion.

Product prices are subject to change without notice, and the price for the Product shall be the prices in effect at the time of shipment. Prices are exclusive of all taxes, duties, and fees, which shall be Buyer’s responsibility (other than taxes on Seller’s net income or gross receipts). In the event Buyer claims an exemption from any tax, a valid tax exemption certificate must be furnished to Seller prior to shipment.

Where credit terms have been extended, sums not paid when due shall bear interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is less. Buyer may not withhold or set off payment for Products delivered for any reason whatsoever.

Seller reserves the right, among other remedies, either to terminate the sale and/or to suspend future deliveries upon failure of Buyer to make any payment pursuant to these Terms and Conditions or any other contract between the parties hereto. Buyer shall reimburse Seller in full for all damages, costs, and expenses, including reasonable attorneys’ fees, which Seller incurs with respect to Buyer’s breach of these Terms and Conditions or any collection efforts by Seller to recover past due amounts from Buyer.

4. Security Interest

Buyer, by ordering and then accepting the Product, is deemed to have affirmatively represented to Seller that it is solvent at the time of delivery of the Product. Until all amounts due have been paid in full, Seller hereby retains a security interest in the Product and has all rights of a secured party under the Uniform Commercial Code, including, without limitation, the right to take possession of the Product without legal process and the right to require Buyer to make the Product available to the Seller at a place reasonably convenient to both parties. At Seller’s request, Buyer shall execute any financing statement or statements submitted by Seller in order that Seller’s security interest in the Product may be formally perfected.

5. Credit Terms

If applicable, credit terms are subject to Seller’s continuing approval of Buyer’s credit, and if, in Seller’s sole judgment, Buyer’s credit or financial standing is impaired so as to cause Seller to deem itself insecure, Seller may withdraw the extension of credit and require payment prior to delivery. Buyer agrees to submit such financial information, from time to time, as may be reasonably requested by Seller for the establishment and/or continuation of credit terms.

6. Changes and Cancellations

Any request to change any order with respect to the quantity or packaging of Products must be communicated in writing prior to shipment. If such changes result in increased cost or if there is a decrease in the quantity requested which invalidates any discounts offered by Seller, then the price and timing of the original order shall be adjusted accordingly. Buyer agrees to pay any increased costs associated with the changes.

Once orders have been accepted by Seller, no changes with respect to specifications will be made or allowed unless they are requested and accepted in writing and the resulting new price and delivery time are agreed upon by both parties in writing. Cancellations are subject to cancellation charges, which are determined in the sole discretion of the Seller.

Custom-tinted, special-order, or made-to-order Products may not be cancelled or changed after Seller has commenced processing the order.

7. Shipments and Freight

All applicable Product shipments are FOB shipping point, unless specifically noted otherwise. A minimum order charge may be applicable. Shipping and/or delivery dates are estimates only, and Seller shall not be liable for any delay or discrepancy in the shipping or delivery of Products. Seller reserves the right to make deliveries in installments. Delay in delivery of one installment shall not entitle Buyer to cancel other installments.

Any applicable freight costs will be added to the invoice unless otherwise agreed in writing. Risk of loss passes to Buyer upon delivery to the carrier.

8. Return of Products

Written authorization is required from Seller prior to any return shipment, which may be granted or denied by Seller in its sole discretion. In certain circumstances, no more than ten percent (10%) of any one item may be eligible for return.

Custom-tinted colors, special orders, or limited-shelf-life materials are not returnable under any circumstances.

Authorized returns must be shipped using the carrier selected by Seller and routed to the location of Seller’s choice. Buyer is responsible for all freight charges associated with any return. Returns must be shipped in their original unopened cartons.

A minimum twenty-five percent (25%) restocking fee will be charged on all authorized returns.

Obsolete, discontinued, and/or merchandise over six (6) months old from date of original shipment is not eligible for return in any instance. Likewise, excess Product due to Buyer’s overestimate of requirements or need is not subject to return.

9. Claims

Claims resulting from losses, shortages, or damage in transit must be acknowledged on the delivery papers at receipt. Buyer shall further promptly notify Seller of any delivery of any damaged Product(s) purchased from Seller, or of any complaint whatsoever Buyer may have concerning delivery. Buyer’s failure to give such notice and to note such damage constitutes a waiver of any claim against Seller relating to the damaged Product.

Any other claim pertaining to the ordering, shipment (including timeliness), suitability, accuracy, or delivered condition of the Product not specifically set forth in these Terms and Conditions shall be deemed waived and released by Buyer unless made in writing within five (5) business days after Buyer’s receipt of the Product.

10. Warranty

Seller is a distributor and dealer of Products manufactured by third parties. Seller does not manufacture the Products sold hereunder. Accordingly, Seller’s warranty obligations are limited to passing through to Buyer the manufacturer’s warranty to the extent transferable.

Seller warrants that the Products delivered will conform to the manufacturer’s published specifications current at the time of shipment. Seller further warrants that Products will be free from defects in packaging attributable to Seller. If applicable, additional warranty terms stated on the Product label or in the manufacturer’s documentation shall apply and supersede any conflicting terms herein.

No claims will be considered until the Product in question has been inspected by a Seller or manufacturer representative. All claims for allegedly non-conforming or defective Products shall be made by Buyer in writing within thirty (30) days of receipt of shipment of Product, after which the Product shall be deemed accepted for all purposes and Seller shall have no liability for same.

SELLER MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLAIMS EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT. SELLER’S WARRANTY IS LIMITED SOLELY TO THE PASS-THROUGH OF THE MANUFACTURER’S WARRANTY.

The warranty shall be void and shall not apply to any Products (i) which have been altered, modified, or combined with any other materials other than materials as specified on the Products’ labeling, (ii) which have been subject to improper storage or handling, or (iii) which have been exposed to conditions beyond the operating constraints specified by the manufacturer in its labeling or technical documentation. It is Buyer’s sole responsibility to test the Product to ensure that it is fit for the use intended by Buyer or any end user.

11. Technical Services and Advisory

Where Seller provides coating specifications, inspection services, surface preparation recommendations, or other technical advisory services, such services are provided as professional recommendations only. Buyer acknowledges that results depend on numerous factors outside Seller’s control, including but not limited to surface condition, environmental conditions during application, applicator skill and equipment, and vessel operating conditions.

Seller’s technical recommendations do not constitute a warranty of any kind. Buyer is solely responsible for ensuring that its application and use of Products conforms to the manufacturer’s published specifications and all applicable standards and regulations. Any applicable field service, technical support, installation supervision, or related service shall be governed by a separate written agreement.

12. Limited Liability

SELLER SHALL NOT BE LIABLE TO BUYER, BUYER’S CUSTOMERS, OR ANY PERSON OR ENTITY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION LOSSES, VESSEL DOWNTIME, DRY-DOCK CHARGES, HARBOR DUES, OR DEMURRAGE) AS A RESULT OF SUPPLYING PRODUCT TO CUSTOMERS OR OTHERS AND WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE.

SELLER’S EXCLUSIVE LIABILITY AND BUYER’S SOLE REMEDY IN THE EVENT OF A NON-CONFORMING PRODUCT SHALL BE REPLACEMENT OF THE DEFECTIVE PRODUCT WITH CONFORMING PRODUCT OR, AT SELLER’S SOLE OPTION, REFUND OF THE PURCHASE PRICE OF THE DEFECTIVE PRODUCT. IN NO EVENT SHALL SELLER’S TOTAL LIABILITY EXCEED THE PURCHASE PRICE OF THE PRODUCT AT ISSUE.

To the fullest extent possible under applicable law, no Seller affiliate will have any liability to Buyer and Buyer will not bring any claim against any affiliate in any way in respect of, or in connection with, the Product.

13. Time Limitation

No lawsuit or other legal action, regardless of form, may be brought by Buyer for any breach by Seller or any other claim relating to or arising out of the Product, including negligence or any other tort-based claims, after one (1) year from the date of delivery of the Product, unless otherwise agreed to in writing by both parties.

14. Force Majeure

Seller shall not be liable for any failure or delay in performance with respect to manufacture, delivery, or otherwise if such failure or delay is due to an act of God, war, civil disturbance, riot, labor difficulties, fire, other casualty, accident, inability to obtain containers or raw materials, supplier’s failure or inability to perform, governmental acts or restrictions, including shutdowns and inability to perform due to epidemics or pandemics, hurricanes, flooding, or any other cause of any kind whatever beyond the reasonable control of Seller.

Seller shall have the right at its option and without liability to apportion its supply of Product among its customers in such a manner as Seller, in its sole discretion, believes equitable or appropriate. In no event shall Seller be obligated to purchase Products from others in order to enable it to deliver Products to Buyer.

15. Indemnity

Buyer shall assume full responsibility for the use of the Products and shall defend, indemnify, and hold harmless Seller and its respective affiliates, officers, directors, shareholders, employees, agents, and representatives from and against any and all losses, liabilities, claims, damages, demands, costs, and expenses (including without limitation attorneys’ fees and court costs) arising out of or relating to same.

16. Compliance with Instructions

Buyer shall comply with all applicable instructions furnished by Seller or the manufacturer relating to the storage, handling, installation, maintenance, and use of the Product(s), and Buyer agrees not to misuse, modify, or misapply such Product in any manner. Seller shall not be liable for Buyer’s failure to apply or use the Product in accordance with such instructions.

Buyer agrees to indemnify and hold Seller harmless from any and all claims, costs, liability, damages, and expenses, including attorneys’ fees, against or incurred by Seller due to injuries to persons or property in connection with Buyer’s application or use of the Product(s). Buyer acknowledges receipt of and familiarity with the manufacturer’s labeling and literature concerning the Product(s) and will forward such information to its employees who handle, process, or sell such Product(s) and to customers of such Product(s), where applicable.

17. Compliance with Applicable Law

Buyer shall comply with all applicable laws and regulations, including but not limited to the Foreign Corrupt Practices Act, the anti-money laundering provisions of the USA Patriot Act and Bank Secrecy Act, and United States export control laws. Buyer shall not sell, export, re-export, transmit, divert, or otherwise transfer any goods or Products to any prohibited jurisdiction or to any party listed on any United States Government blocked-persons list, as amended from time to time.

18. Governing Law

All sales are governed by the laws of the State of New York, without application of conflict of law principles, and Buyer irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in the State of New York and waives to the fullest extent possible any defense of any inconvenient forum to the maintenance of such action or proceeding.

THE PARTIES KNOWINGLY AND WILLINGLY WAIVE ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS AND CONDITIONS OR THE ISSUES RAISED BY THAT DISPUTE.

The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, shall not apply to the contract.

19. Entire Agreement

These Terms and Conditions represent the entire agreement between the parties hereto, and there are no understandings, representations, or warranties of any kind except those expressly set forth herein.

End of Terms and Conditions