General Trade Rules — Conditions of Sale. Effective July 1, 2026. Issued by RawSource Inc., Fort Lauderdale, Florida, USA (“RawSource”, “we”, “us”). These General Trade Rules (“Rules”) govern all quotations, offers, order acknowledgements, sales and supplies of products and related services by RawSource to any buyer (“Buyer”, “you”). Please read them carefully. By requesting a quotation, submitting an order, or accepting delivery, you agree to these Rules.
1. Scope and application
These Rules apply to and are incorporated into every quotation, order acknowledgement, and contract for the sale of products by RawSource, to the exclusion of any other terms, including any purchase-order terms, standard terms, or conditions the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. No addition to, variation of, or waiver of these Rules is binding unless agreed in writing and signed by an authorized representative of RawSource. If there is any conflict between these Rules and a written order acknowledgement issued by RawSource, the order acknowledgement prevails for that transaction only.
2. Role of RawSource; sourcing and back-to-back supply
RawSource operates as a distributor and sourcing intermediary. For many products, RawSource does not hold stock and sources the product from third-party manufacturers and suppliers upon receiving an inquiry or order. Accordingly, the availability, specification, origin, price, lead time, and delivery of a product are dependent on, and supplied on a back-to-back basis with, the relevant upstream supplier. RawSource’s obligations to the Buyer in respect of any product are conditional upon, and limited to the extent of, the corresponding performance actually received by RawSource from its supplier for that product. Product listings, catalogues, and website content indicate products RawSource may be able to source; they are not representations that any product is in stock, available, or available on any particular terms.
3. Quotations, offers, and prices
Quotations and price indications are invitations to treat and are not binding offers. They are provided for information only, are valid only for the period stated (or, if none is stated, for seven days), and may be withdrawn or revised at any time before RawSource issues an order acknowledgement. Unless expressly stated otherwise, prices are exclusive of taxes, duties, tariffs, levies, insurance, freight, packaging, and other charges, all of which are payable by the Buyer. Prices are subject to change and are contingent on prevailing supplier pricing, currency movements, raw-material and freight costs, and product availability at the time of order acknowledgement.
4. Orders and formation of contract
An order submitted by the Buyer constitutes an offer by the Buyer to purchase on these Rules. No contract is formed, and RawSource is under no obligation to supply, until RawSource issues a written order acknowledgement or dispatches the product, whichever occurs first. RawSource may accept or decline any order in its discretion. Any samples, drawings, descriptions, or advertising are illustrative only and do not form part of the contract.
5. Availability; supplier contingency
Where RawSource sources a product to order, its ability to supply is contingent upon a supplier accepting RawSource’s corresponding purchase order and performing. If a supplier fails to supply, supplies late, supplies non-conforming product, changes its price or terms, or ceases to offer the product, RawSource may, without liability, cancel or vary the affected order, adjust the price or delivery date, or offer an alternative source or product. Quantities are subject to supplier minimums and to reasonable over- or under-delivery tolerances customary in the trade.
6. Delivery, Incoterms, title, and risk
Delivery terms are as stated in the order acknowledgement and, where trade terms are used, are interpreted in accordance with Incoterms® 2020. Any dates or lead times given for delivery are estimates only and time is not of the essence; RawSource is not liable for any delay in delivery. Risk of loss or damage passes to the Buyer in accordance with the applicable Incoterm or, if none is specified, on delivery to the carrier. Notwithstanding passing of risk, legal and beneficial title to the product does not pass to the Buyer until RawSource has received payment in full in cleared funds for that product and all other sums then due from the Buyer. Until title passes, the Buyer holds the product as bailee and shall store it separately and identifiably.
7. Payment
Payment terms are as stated in the order acknowledgement or invoice. Unless otherwise agreed in writing, payment is due without deduction, set-off, or counterclaim. If the Buyer fails to pay when due, RawSource may charge interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law, suspend further deliveries, and recover costs of collection including reasonable attorneys’ fees. RawSource may require prepayment, a deposit, or acceptable security at any time.
8. Product information, specifications, and Certificate of Analysis
Any specification, technical data, physical property, hazard classification, tariff code, or other product information provided by RawSource — whether on the website, in a datasheet, or otherwise — is compiled from the manufacturer or from public sources, is provided for general reference, and consists of typical or nominal values that are not a guaranteed specification. The agreed written specification and the Certificate of Analysis (CoA) for the specific lot delivered govern the characteristics of the product supplied. The Buyer is responsible for verifying that the specification and CoA meet the Buyer’s requirements before use.
9. Buyer’s responsibility — suitability, handling, and compliance
The Buyer is solely responsible for: (a) determining the suitability, fitness, and safety of the product for the Buyer’s intended use, application, formulation, process, and end market, and for conducting its own testing and qualification; (b) the safe receipt, handling, storage, transport, use, processing, resale, and disposal of the product; and (c) compliance with all laws, regulations, permits, licensing, labeling, and registration requirements applicable to the product and its use in the Buyer’s jurisdiction and end markets, including, as applicable, OSHA, EPA, TSCA, FIFRA, FDA (21 CFR), DOT/49 CFR, REACH, CLP, and comparable regimes. RawSource does not undertake any of the foregoing on the Buyer’s behalf, and any assistance RawSource provides with documentation or classification is for convenience only and does not transfer the Buyer’s responsibility.
10. Safety Data Sheets and hazardous materials
Where a Safety Data Sheet (SDS) is applicable, the Buyer must obtain, read, and follow the current SDS before receiving or handling the product and must communicate its contents to its employees, agents, customers, and other foreseeable downstream users. The Buyer is responsible for downstream hazard communication and for handling, transporting, and using the product in accordance with the SDS and applicable law.
11. Inspection, claims, and returns
The Buyer must inspect the product on delivery. Claims for shortage, visible damage, or non-conformity apparent on reasonable inspection must be made in writing within ten (10) days of delivery; claims for latent defects must be made in writing within ten (10) days of discovery and in any event within ninety (90) days of delivery. Failure to give timely written notice, or any use, processing, blending, or resale of the product, constitutes acceptance and an irrevocable waiver of any claim. No product may be returned without RawSource’s prior written authorization. RawSource’s sole obligation, and the Buyer’s exclusive remedy, for product properly rejected under this clause is, at RawSource’s option, replacement of the product or refund of the price paid for it.
12. Limited warranty and disclaimer of warranties
RAWSOURCE WARRANTS ONLY THAT, AT THE TIME RISK PASSES, THE PRODUCT WILL CONFORM TO THE WRITTEN SPECIFICATION AGREED FOR THAT PRODUCT (AS EVIDENCED BY THE CERTIFICATE OF ANALYSIS). THIS IS THE ONLY WARRANTY RAWSOURCE GIVES. EXCEPT FOR THAT EXPRESS LIMITED WARRANTY, RAWSOURCE MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND RAWSOURCE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE PRODUCT IS OTHERWISE SOLD “AS IS.” NO STATEMENT, RECOMMENDATION, TECHNICAL ADVICE, OR INFORMATION PROVIDED BY RAWSOURCE (ON ITS WEBSITE OR OTHERWISE) IS A WARRANTY, AND THE BUYER RELIES ON ITS OWN JUDGMENT.
13. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, RAWSOURCE SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, PRODUCTION, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, OR FOR COSTS OF RECALL, REWORK, OR SUBSTITUTE GOODS, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RAWSOURCE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY PRODUCT OR TRANSACTION SHALL NOT EXCEED THE PRICE ACTUALLY PAID TO RAWSOURCE FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. ANY CLAIM AGAINST RAWSOURCE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. NOTHING IN THESE RULES EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
14. Indemnification
The Buyer shall defend, indemnify, and hold harmless RawSource and its affiliates, officers, employees, and agents from and against all claims, liabilities, damages, losses, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to the Buyer’s handling, storage, transport, use, processing, formulation, blending, labeling, resale, or disposal of the product, the Buyer’s breach of these Rules, the Buyer’s non-compliance with any law or regulation, or any injury, damage, or contamination caused after risk has passed to the Buyer.
15. Force majeure
RawSource is not liable for any failure or delay in performance caused by any event or circumstance beyond its reasonable control, including: failure, delay, shortage, or non-conformity of any supplier or manufacturer; acts of God; fire, flood, storm, or natural disaster; epidemic or pandemic; war, terrorism, or civil unrest; strikes or labor disputes; failure or disruption of transport, logistics, ports, or utilities; shortage or unavailability of raw materials, energy, or transport; and changes in law, regulation, sanctions, embargo, or governmental action. During a force-majeure event RawSource may suspend or cancel the affected order without liability. Because RawSource sources on a back-to-back basis, a supplier’s failure or inability to perform is expressly a force-majeure event as between RawSource and the Buyer.
16. Compliance, export controls, and sanctions
Each party shall comply with all applicable anti-bribery, anti-corruption, export-control, customs, and economic-sanctions laws (including those of the United States, and OFAC administered programs). The Buyer represents that it will not export, re-export, divert, sell, or supply the product in violation of any such law, and that it and its end users are not sanctioned or restricted parties. The Buyer is responsible for obtaining any export or import license required for its transactions.
17. Intellectual property and trademarks
Any third-party product, brand, or trademark referenced by RawSource is used solely for nominative, descriptive purposes to identify the generic product or a truthful equivalent, and does not imply affiliation with, endorsement by, or authorization from the trademark owner. No license or right in any intellectual property is granted to the Buyer except the right to resell product actually purchased.
18. Confidentiality
Pricing, sourcing, supplier identities, and other non-public commercial information disclosed by RawSource are confidential and may not be disclosed or used by the Buyer except to perform the transaction. RawSource’s supplier relationships and sources are trade secrets of RawSource.
19. Assignment
The Buyer may not assign, transfer, or subcontract any of its rights or obligations without RawSource’s prior written consent. RawSource may assign, transfer, subcontract, or delegate any of its rights or obligations, including to affiliates or to a sourcing supplier.
20. Governing law and dispute resolution
These Rules and any contract of sale, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), are governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The state and federal courts located in Broward County, Florida shall have exclusive jurisdiction, and the parties submit to that jurisdiction and venue; provided that RawSource may, at its election, require that any dispute be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Fort Lauderdale, Florida, in the English language. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
21. General
These Rules, together with RawSource’s order acknowledgement and invoice, constitute the entire agreement between the parties for the sale of product and supersede all prior discussions, representations, and understandings. If any provision is held invalid or unenforceable, the remainder continues in full force, and the invalid provision is modified to the minimum extent necessary to make it enforceable. No failure or delay by RawSource in enforcing any provision is a waiver. Notices must be in writing. RawSource may amend these Rules from time to time by posting an updated version; the version in effect at the date of RawSource’s order acknowledgement applies to that transaction. Headings are for convenience only.
Note
These General Trade Rules are RawSource’s standard conditions of sale and are provided for general information. They do not constitute legal advice. Specific transactions may be subject to an individually negotiated written agreement, which will prevail to the extent it conflicts with these Rules. For questions, contact solutions@rawsource.com.