Accu, Inc. Terms and Conditions

Version A (04/24/2026)

1. Interpretation

1.1. In these Conditions, the following definitions apply:

Accu means Accu, Inc., a Delaware corporation whose principal place of business is [501 Pennsylvania Pkwy #160, Indianapolis, IN 46280, United States].

Business Day means a day other than a Saturday, Sunday or public holiday in the United States, when banks in Indianapolis, Indiana are open for business.

Buyer means the person or firm who purchases the Goods from Accu.

Buyer’s Specifications has the definition given in clause 4.3.

Conditions mean these terms and conditions as amended from time to time in accordance with clause 18.3.

Contract means the contract between Accu and the Buyer for the supply of Goods in accordance with the Order and these Conditions.

Delivery Address means the location where the Goods are to be delivered, as specified by the Buyer in the Order.

Force Majeure Event has the definition given in clause 17.2.

Goods the goods (or any part of them) to be supplied to the Buyer by Accu, as set out in the Order.

Indemnified Parties has the definition given in section 12.

Indemnifying Party has the definition given in section 12.

Inspection Period has the definition given in clause 8.1.

Losses has the definition given in clause 4.3.

Nonconforming Goods have the definition given in clause 8.2.

Order means the Buyer’s order for the supply of Goods as placed by the Buyer on the Website, by email, or over the telephone, in accordance with these Conditions.

Order Acknowledgement has the definition given in clause 2.5.

Order Finalization has the definition given in clause 2.6.

Personal Data means the identity and contact data of individuals such as names, titles and other identifiers together with business addresses, email addresses and telephone numbers.

Price has the definition given in clause 5.4.

Privacy Policy has the definition given in section 14.

Representatives has the definition given in clause 4.3.

Specification means any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Buyer and Accu.

Trade Compliance Laws have the definition given in clause 11.2.

Warranty has the definition given in clause 9.1.

Warranty Period has the definition given in clause 9.1.

Website means https://accu-components.com/us/ the trading website operated by Accu.

1.2. In these Conditions, unless the context otherwise requires:

1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2. a reference to a party includes its personal representatives, successors and permitted assigns;

1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; 

1.2.4. any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5. a reference to writing or written includes e-mail.

2. Basis of Contract and Placing an Order

2.1. These Conditions are made only in the English language.

2.2. Accu’s sale of Goods to the Buyer is expressly limited to these Conditions. These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Accu’s fulfillment of the Buyer’s Order does not constitute acceptance of any of the Buyer’s terms and does not serve to modify or amend these Conditions. Any conflicting, additional, or different terms or conditions on the Order, the Contract, or any other instrument are deemed to be material alterations and are rejected and not binding upon Accu. 

2.3. Accu’s acceptance of the Buyer’s Order is expressly conditioned upon the Buyer’s assent to the terms and conditions contained herein in their entirety. The Contract constitutes the whole agreement between Accu and the Buyer for the supply of Goods, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral between the Buyer and Accu.

2.4. The Buyer’s acceptance of the Goods or issuance of the Order constitutes acceptance of these Conditions. The Buyer is responsible for ensuring that the Order is complete and accurate before it is placed. 

2.5. After receiving an Order, Accu will send an order acknowledgment email to the Buyer including confirmation of the Buyer’s Order details (“Order Acknowledgement”). The Order shall only be deemed to be accepted when Accu sends the Order Acknowledgment to the Buyer, at which point the Contract shall come into existence.  Upon acceptance of the Order, any technical, quantity, delivery or other change requested by the Buyer must be in writing and is deemed a request to amend the Contract without prejudice to the rights of Accu.

2.6. Upon the shipment of the Goods or at the point that the Goods are made available for collection as agreed to by Accu (such point in time, “Order Finalization”), Accu will send Accu’s invoice for the Goods to the Buyer and a certificate of conformity for the Goods (if applicable).

2.7. If Accu is unable to supply the Buyer with the Goods for any reason, Accu will inform the Buyer of this by email or phone and will not process the Buyer’s Order. If the Buyer has already paid for the Goods, Accu will refund to the Buyer any amounts paid by the Buyer for the Order (or the relevant portion thereof).

2.8. Prior to Order Finalization, the Buyer may cancel its Order without penalty; provided, however, that any Orders for customized Goods may not be canceled or returned after Accu has issued the Order Acknowledgement. 

2.9. Any drawings, descriptive matter or advertising produced by Accu and any descriptions or illustrations included on the Website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. Such drawings, descriptive matter or advertising shall not form part of the Contract nor have any contractual force.  

3. Goods

3.1. Accu reserves the right to make any changes to the Specification for the Goods where such change is required to conform with any applicable statutory or regulatory standards.

3.2. By purchasing Goods from Accu, the Buyer agrees and confirms that the importation, ownership or use of the Goods is not prohibited by any applicable laws within the country the Goods will be used in or delivered to.

3.3. Prior to placing an Order, the Buyer must satisfy itself that the Goods are fit for any particular purpose it intends to use the Goods for, and that the Goods meet any necessary health and safety requirements for that purpose.

3.4. The Buyer acknowledges and agrees that no Goods should be purchased for use in or in connection with any product which is unlawful under the laws of the relevant jurisdiction in which that product will be used.

4. Customized Goods 

4.1. If the Buyer wishes to request any customization of Goods ordered (such as cutting to a particular non-standard size), it shall contact Accu to make such request prior to placing an Order.  

4.2. The Buyer shall supply the relevant Specification to Accu detailing the required customization.

4.3. To the extent that the Goods are to be manufactured or amended to meet a customized specification supplied by the Buyer (“Buyer’s Specifications”), the Buyer shall indemnify, hold harmless and defend Accu and its officers, directors, employees, agents. successors and assigns (collectively, “Representatives”) from and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses (collectively, “Losses”)) suffered or incurred by Accu or any of its Representatives in connection with any claim made against Accu for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Accu’s use of the Buyer’s Specification. This clause 4.3 shall survive termination or expiration of the Contract for any reason.

4.4. The Buyer  grants to Accu an irrevocable, non-exclusive, fully-paid, fully-transferable, unrestricted, worldwide license for the applicable term, to use any samples, designs, drafts, drawings, prototypes, diagrams, samples, models data, plans, logos, branding or other proprietary information disclosed by the Buyer to Accu, including any Buyer’s Specifications, to the extent necessary to supply the Goods.

5. Price and Payment

5.1. The price of the Goods quoted on the Website at the time the Buyer submits an Order is exclusive of taxes, duties and shipping. Accu takes all reasonable care to ensure that the prices of the Goods are correct at the time when the relevant information is entered onto the system.  

5.2. Notwithstanding clause 5.1 above, if Accu discovers that any Goods included in an Order are incorrectly priced, Accu may contact the Buyer to inform the Buyer of the error and to give the Buyer the option to purchase the Goods at the correct price, or canceling the Order (or relevant part thereof) and receiving a refund of any price paid for the relevant Goods.

5.3. All prices shall be stated, all invoices raised, and all payments made, in United States Dollars ($).

5.4. Unless otherwise agreed to by Accu, all prices stated in Accu’s invoices with added shipping costs (“Price”) are Delivered Duty Paid IncoTerms® 2020.

5.5. Payment for the Goods shall be in advance at the time that the Buyer places an Order; provided, however, if Buyer has been approved for a credit account, as further described in section 15, then  payment shall be due within 30 days after the end of the month in which Accu provides the Buyer with the applicable invoice.

5.6. If payment of any invoice is not made by the relevant due date, Accu shall be entitled to:

5.6.1. require payment in advance of delivery in relation to any Goods due to be delivered to the Buyer; and/or

6.5.2. suspend delivery of any undelivered Goods (whenever ordered and under any contract between the Buyer and Accu) until the overdue payment is made, without incurring any liability whatever to the Buyer for non-delivery or delivery delay; and/or 

6.5.3. exercise its rights under clause 16.1.

6. Delivery

6.1. Unless otherwise agreed to by Accu, Accu delivers all Goods Delivered Duty Paid IncoTerms® 2020 at the Deliver Address.

6.2. Accu retains the right to reject an Order at any time (or to cancel any Order placed (or part thereof), for any reason including but not limited to:

6.2.1. if an Order is requested to be delivered to a country or jurisdiction to which delivery is not possible;

6.2.2. if an Order is requested to be delivered to a delivery address which at the time of placing the Order Accu or its nominated couriers do not deliver to; or

6.2.3. if an Order includes Goods which are no longer available or become unavailable after the date of the Order.

6.3. In the event that an Order (or part thereof) is rejected or canceled after it has been placed in accordance with clause 6.2, Accu shall refund to the Buyer any amounts paid by the Buyer for the Order (or the relevant canceled Goods).

6.4. Any dates quoted or stated on the Website for delivery are approximate only, and the time of delivery is not of the essence. 

6.5. Accu shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order and the type and quantity of the Goods (including the code number of the Goods, where applicable). 

6.6. Accu may deliver the Order in installments. In the event that Accu agrees to invoice for each installment separately each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Buyer to cancel any other installment.

6.7. Accu shall have no liability to the Buyer for any delay in delivery of the Goods or failure of performance caused by: 

6.7.1. the Buyer’s failure to provide Accu (or its nominated courier) with adequate delivery instructions or other information relevant to the supply of the Goods; or

6.7.2. a Force Majeure Event.

6.8. If Accu is unable to deliver the Goods due to a Force Majeure Event, or the Buyer fails to accept delivery Accu shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expenses associated with such storage.

6.9. If Accu fails to deliver the Goods it may, at its option: 

6.9.1. supply a replacement Order to the Buyer; or

6.9.2. refund to the Buyer any amounts paid by the Buyer for the Order, and Accu’s liability in respect of any such failure to deliver shall be limited to refunding the amount paid by the Buyer for such Order in the event that a replacement Order is not provided. 

7. Title and Risk

7.1. The risk of loss for the Goods shall pass to the Buyer upon delivery of the Goods to the Buyer at the Delivery Address.

7.2. Title to the Goods shall pass to the Buyer upon the earlier to occur of: (i) Accu receiving payment in full (in cash or cleared funds) for the Goods; or (ii) the Buyer reselling the Goods, subject to clause 7.4, in which case title to the Goods shall pass to the Buyer at the time specified in clause 7.4. 

7.3. Until title to the Goods has passed to the Buyer pursuant to clause 7.2, the Buyer shall: (a) store the Goods separately from all other goods held by the Buyer so that such Goods remain readily identifiable as Accu’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (d) notify Accu immediately if it becomes subject to any of the events listed in clauses 16.1.3 to 16.1.5; and (e) give Accu such information relating to the Goods as Accu may require from time to time. Notwithstanding anything in this section 7, the Buyer may use the Goods in the ordinary course of business. 

7.4. Subject to clause 7.5, the Buyer may resell or use the Goods in the ordinary course of its business; provided, however, if the Buyer resells the Goods to a third party before Accu receives payment for the Goods, the following shall apply:

7.4.1. the Buyer makes such sales as principal and not as Accu’s agent; 

7.4.2. title to the Goods shall pass from Accu to the Buyer immediately before the Buyer’s resale solely to enable the Buyer to pass good title to such third party purchasers; and

7.4.3. the Buyer shall hold all identifiable proceeds of any such resold Goods in trust for Accu and shall promptly remit such proceeds, or portion thereof, in the amount owed to Accu for such Goods.

7.5. At any time before title to the Goods passes to the Buyer, Accu may:

7.5.1. by notice in writing, terminate the Buyer’s right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and

7.5.2. require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

8. Inspection and Return of Goods

8.1. The Buyer must inspect the Goods within 5 days of the date of delivery or collection, as the case may be (the “Inspection Period”).  

8.2. The Buyer is deemed to have accepted the Goods unless it notifies Accu in writing during the Inspection Period of any delivered Goods that were different than those identified in the Order (the “Nonconforming Goods”), and furnishes such written evidence or other documentation as may be reasonably required by Accu. 

8.3. If the Buyer timely notifies Accu of any Nonconforming Goods, Accu shall, in its sole discretion, (a) replace such Nonconforming Goods with conforming Goods, or (b) credit the price paid by the Buyer for such Nonconforming Goods. The Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Accu's designated location. If Accu elects to replace the Nonconforming Good, it shall, at Accu’s expense and risk of loss, deliver the replaced Good to the Buyer at the Delivery Address. THE BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS CLAUSE 8.3 ARE THE BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR THE DELIVERY OF NONCONFORMING GOODS.

8.4. Customized Goods, as well as Goods of a specialized nature designated by Accu from time to time, are not eligible for return. The Buyer is responsible for reviewing all details, Specifications, and relevant information before placing an Order.

8.5. Except as provided in clause 8.4, upon completion of the requisite order return form and any order reasonable requests by Accu, the Buyer may return the Goods in their original packaging to Accu’s designated location, at Buyer’s expense and risk of loss, within 90 days of the date of delivery and upon Accu's receipt of the returned Goods, be entitled to a refund of the amount paid by the Buyer for such returned Goods, less the amount of:

8.5.1. a re-stocking fee; plus

8.5.2. any excess shipping, storage, handling, and other fees incurred by Accu.

Notwithstanding the generality of this clause 8.5, Accu shall not: (a) accept the return of or issue any refund for any Goods which have been altered, used or damaged by the Buyer (or shall only issue a refund for the price paid for the Goods less any reduction in their value); (b) be liable to refund any delivery costs paid by the Buyer in relation to the relevant Order; or (c) accept the return of or issue any refund for Goods unless they are returned in their original packaging with their original product label attached.

8.6. In the event that the Buyer refuses or fails to collect or take delivery of an Order on first delivery (including where the Buyer has provided Accu with incorrect or incomplete delivery information or has failed to provide other information relevant to the delivery of the Goods) Accu shall be entitled to deem such occurrence as a request for return of Goods by Buyer pursuant to clause 8.5, including to charge Buyer, either by separate invoice or by deduction from payment paid by Buyer, for any costs incurred by Accu in relation to the return of the Goods to Accu's premises.

9. Limited Warranty

9.1. Accu warrants that upon delivery, and for a period of 12 months from the date of delivery (“Warranty Period”), the Goods shall, under normal use, conform in all material respects with the Specification, and be free from material defects in design, material and workmanship (“Warranty”); provided, that any deviations in dimensions, weight or quality that are customary or tolerated under generally accepted industry standards will not constitute a defect. The Warranty does not apply to any Good that has been modified or damaged through misuse, abuse, accident, neglect, improper installation or storage, or mishandling by anyone other than Accu. Consumable items and parts are sold “as-is” and Accu makes no warranty with respect to such Goods.

9.2. The Buyer is responsible for compliance with statutory or other regulations when using the Goods and for testing the Goods for the intended purpose. Accu does not warrant that the Goods will comply with the requirements of any safety or environmental code or regulation of any federal, state, municipality, or other jurisdiction.

9.3. Subject to clause 9.4, if during the Warranty Period:

9.3.1. the Buyer gives notice in writing to Accu within 90 days of the time that the Buyer discovers that some or all of the Goods do not comply with the Warranty set forth in clause 9.1;

9.3.2. Accu is given a reasonable opportunity of examining such Goods if requested;

9.3.3. the Buyer (if asked to do so by Accu) returns such Goods to Accu’s place of business at Accu’s cost; and

9.3.4. Accu reasonably verifies the Buyer’s claim that the Goods are defective,

then Accu shall, at its option, repair or replace the defective Goods, or refund the Price paid for such defective Goods. THE BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS CLAUSE 9.3 ARE THE BUYER'S SOLE AND EXCLUSIVE REMEDIES AND ACCU’S ENTIRE LIABILITY FOR ANY BREACH OF THE WARRANTY SET FORTH IN CLAUSE 9.1.

9.4. Accu shall not be liable for the Goods’ failure to comply with the Warranty if:

9.4.1. the Buyer makes any further use of such Goods after giving notice in accordance with clause 9.3;

9.4.2. the defect arises because the Buyer failed to follow Accu’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

9.4.3. the defect arises as a result of Accu following any drawing, design or Buyer’s Specification;

9.4.4. the Buyer alters or repairs such Goods without the written consent of Accu;

9.4.5. the defect arises as a result of fair wear and tear, willful damage, negligence, improper use, excessive force (including but not limited to over-torquing) or abnormal storage or working conditions; or

9.4.6. the Buyer has been notified of a defect and accepts the defective Goods under concession.

9.5. Accu shall use commercially reasonable efforts to pass on any manufacturer guarantee in respect of any Goods it may supply, at the Buyer’s cost. Any third party manufactured products subject to such third party's warranty or guarantee are not covered by the Warranty.

9.6. EXCEPT AS EXPRESSLY STATED IN THIS CLAUSE 9, TO THE FULLEST EXTENT PERMITTED BY LAW, ACCU MAKES NO OTHER WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; OR (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

10. Limitation of Liability

10.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ACCU BE LIABLE TO THE BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ACCU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.2. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ACCU’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE VALUE OF THE ORDER GIVING RISE TO THE CLAIM MULTIPLIED BY TWO.

11. Export and Import Compliance

11.1. Accu is selling the Goods to the Buyer for use or consumption within the United States only. If Accu authorizes the Buyer in writing to export Goods outside of the United States, the Buyer (a) assumes all responsibility for such Goods, (b) will comply with all laws and regulations relating to the export and sale of Goods outside the United States, and (c) will adhere to all applicable Accu policies and procedures relating to the export of the Goods as a condition to purchase and export.

11.2. The Buyer  will not distribute, resell, or export any Goods, or take any actions in relation to or in furtherance of these Conditions which are contrary to the U.S. Department of State International Traffic in Arms Regulations, the U.S. Department of Commerce Export Administration Regulations or any other applicable export control, import control, and economic sanction laws and regulations of any country or countries (collectively, the “Trade Compliance Laws”). 

11.3. The Buyer acknowledges that the Trade Compliance Laws may control not only the sale, resale, or export of the Goods but also the transfer of Goods. The Buyer agrees that it will not sell, re-sell, export, or otherwise transfer any Goods, in any form, either directly or indirectly, in violation of any Trade Compliance Laws.

12. Mutual Indemnification

Each of Accu and Buyer (“Indemnifying Party”) shall indemnify, hold harmless and defend the other party and such other party's Representatives (collectively, “Indemnified Parties”) against all Losses suffered or incurred by any Indemnified Party arising out of or relating to any third party Claim made against such other party in connection with the Indemnifying Party's breach of any obligations in this Contract or violation of any applicable law in the performance of this Contract.

13. Confidential Information

All non-public, confidential or proprietary information of Accu, including but not limited to contents of any quotation or proposal, specifications, processes, samples, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Accu to the Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with these Conditions is confidential, solely for the use of performing these Conditions and may not be disclosed or copied unless authorized in advance by Accu in writing. Accu retains full ownership and control of all ideas, inventions, designs and drawings that it develops in connection with manufacture and supply of the Goods, including any such idea, invention, design or drawing developed in support or execution of the Order, which results will not be furnished to the Buyer. Upon Accu’s written request, the Buyer shall promptly return all documents and other materials received from Accu in connection with this Contract. Accu shall be entitled to injunctive relief for any violation of this clause 12. This clause 12 does not apply to information that is: (a) in the public domain through no fault of the Buyer; (b) in the Buyer’s possession prior to disclosure by Accu, which possession is evidenced by written records; or (c) rightfully obtained by the Buyer on a non-confidential basis from a third party.

14. Data Protection

Accu will collect Personal Data relating to the Buyer’s representatives in the course of providing the Goods. This is used by Accu to fulfil the Buyer’s Order. The use of Personal Data for this purpose is necessary for the performance of the contract that will be in place between the Buyer and Accu and for both Accu and the Buyer’s legitimate interests in managing that agreement. For further information about how Accu handles Personal Data, please refer to Accu’s privacy policy available on the Website (“Privacy Policy”).

15. Credit Accounts

15.1. Accu may, in its sole discretion, offer a credit account to the Buyer upon request.

15.2. Full details of credit account eligibility criteria can be requested from Accu’s sales team, however satisfaction of such eligibility criteria does not guarantee Accu’s agreement to offer credit terms, and Accu reserves the right to refuse to offer credit for any reason.

15.3. Credit account eligibility criteria can be amended by Accu at any time. 

15.4. Where a credit account is opened for the Buyer:

15.4.1 Accu shall issue the Buyer with a credit account summary and invoice once per calendar month;

15.4.2. the Buyer shall pay any invoice within 30 days after the end of the month in which the invoice was issued by Accu (unless alternative payment terms are agreed between the parties in writing); 

15.4.3. if the Buyer’s credit account exceeds the agreed credit limit, or has payments outstanding, Accu may refuse to process or ship any Order placed or due for shipment until the credit account balance has been cleared; and

15.4.4. if the Buyer circumvents, or attempts to circumvent the suspension of Orders described in clause 5.6.2, Accu may cancel the credit account without notice.

15.5. Accu may terminate the Buyer’s credit account at any time and the Buyer agrees to settle any remaining balance of the account immediately on termination. 

15.6. Accu reserves the right to charge 1.5% per month interest (or if less, at the maximum rate allowable under applicable law) on any unpaid balances that remain outstanding beyond the applicable due date set forth in the invoice.

15.7. The provisions of clause 5 shall apply to any amounts due to be paid under the Buyer’s credit account.

16. Termination

16.1. Without affecting any other right or remedy available to it, Accu may terminate the Contract with immediate effect by giving written notice to the Buyer if:

16.1.1. the Buyer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so by Accu; 

16.1.2. the Buyer fails to make payment for the Goods or delivery of the Goods and fails to remedy such late payment within 14 days from the due date;

16.1.3. the Buyer takes any step(s) or experiences an insolvency-related circumstance, including, without limitation, a receiver is appointed for its assets, bankruptcy or insolvency proceedings are brought by or against it, or it makes an assignment for the benefit of creditors;

16.1.4. the Buyer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

16.1.5. the Buyer fails to provide adequate assurance to Accu of Buyer's financial ability to perform under the Contract.

16.2. Without affecting any other right or remedy available to it, Accu may suspend the supply of Goods or all further deliveries of Goods under the Contract or any other contract between the Buyer and Accu if the Buyer fails to pay any amount due under the Contract on the due date for payment, the Buyer becomes subject to any of the events listed in clause 16.1.2 to clause 16.1.5, or Accu reasonably believes that the Buyer is about to become subject to any such events.

16.3. If the Buyer becomes aware that any such event has occurred, or circumstances exist, which may entitle Accu to terminate the Contract under this clause 16, it shall immediately notify Accu in writing. 

16.4. Termination or expiration of the Contract shall not affect any accrued rights or liabilities of the parties before the date of such termination or expiration. All clauses of these Conditions which by their nature should apply beyond such termination or expiration will remain in force thereafter, including, without limitation, clause 4.3 (Third Party IP Infringement), section 5 (Price and Payment), section 9  (Warranty), section 10 (Limitation of Liability), section 12 (Mutual Indemnification), section 12 (Confidential Information), clause 19.8 (Governing law; Venue), and this clause 16.4.

17. Force Majeure

17.1. Except for Buyer's obligation to timely make payment under the Contract, a party shall not be liable if delayed in or prevented from performing its obligations, when and to the extent such failure or delay is caused by or results from a Force Majeure Event, provided that it promptly notifies the other of the Force Majeure Event and its expected duration and uses reasonable endeavors to minimize the effects of that event.

17.2. A “Force Majeure Event” means an event beyond a party’s reasonable control which by its nature could not have been foreseen or if it could have been foreseen was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, pandemic, epidemic or similar events, acts of government, war, terrorism, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosion, collapse of building structures, fire, flood, storm, earthquake, loss at sea, shortage or unavailability of raw materials, natural disasters or extreme adverse weather conditions or default or delay of suppliers or subcontractors. 

17.3. If, due to a Force Majeure Event, a party is or shall be unable to perform a material obligation or is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or total of more than 30 days in any consecutive period of 60 days, the other party may, within 30 days, terminate the Contract on immediate notice and the parties shall, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

18. Notices

18.1. Any notice or other communication given by one party to the other under or in connection with the Contract must be in writing and sent by certified mail or other next working day delivery service, or email.

18.2. Any notice given by a party under these Conditions is deemed to have been received:

18.2.1. if sent by certified mail, with return receipt requested and postage prepaid or other next working day delivery service, on the second Business Day after the date of such mailing; or

18.2.2. if sent by email, the next Business Day after transmission. 

18.3. The provisions of this clause 18.3 do not apply to notices given in legal proceedings or arbitration, which are subject to requirements of applicable laws. 

19. General

19.1. Accu may at any time assign, transfer, subcontract, or delegate any and all of its rights or obligations under the Contract.

19.2. The Buyer shall not assign, transfer, subcontract, or delegate, any its rights or obligations under the Contract without the prior written consent of Accu.

19.3. Any agreements concerning deviations from these Conditions or concerning amendments or modifications of any kind hereto are not valid unless agreed to in writing and signed by the authorized representatives of Accu and the Buyer.

19.4. Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

19.5. If any provision of these Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Conditions shall not be affected.

19.6. A waiver of any right or remedy under these Conditions or at law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.7. Except as expressly provided herein, these Conditions do not and are not intended to confer any rights or remedies upon any person or entity except for Accu and the Buyer.

19.8. All matters arising out of or relating to these Conditions and/or the Contract shall be governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Indiana. THE PARTIES IRREVOCABLY AGREE THAT ANY DISPUTE, CONTROVERSIES OR CLAIMS ARISING OUT OF THESE CONDITIONS OR THE CONTRACT SHALL BE HEARD IN THE STATE OR FEDERAL COURTS LOCATED IN MARION COUNTY, INDIANA AND THE BUYER WAIVES ANY OBJECTION TO THE JURISDICTION OF THESE COURTS, WHETHER BASED ON CONVENIENCE OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF ACCU AND THE BUYER IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE CONTRACT, THE ORDER, THESE CONDITIONS, OR THE GOODS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS CONTRACT. Nothing in this clause limits either party's right to bring an eligible claim in small claims court on an individual basis.

19.9. The Buyer and Accu agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Conditions or the Contract.

19.10. Without limiting the generality of the foregoing, these Conditions, the Contract, and Accu’s Privacy Policy will be deemed the final integrated agreement between Accu and the Buyer relating to the purchase of Goods from Accu.