Acceptance of Terms

These Terms of Sale ("Terms") govern every purchase, quotation, order, and sale of products by QD Blades LLC (the "Company," "we," "us") to any buyer ("Buyer," "you"). By placing an order, accepting a quotation, paying any invoice, or accepting delivery of any product, Buyer expressly agrees to these Terms.

Any additional or different terms proposed by Buyer (including in any purchase order, acknowledgment, or other document) are objected to and rejected unless expressly accepted in writing by an authorized officer of the Company. These Terms apply regardless of whether Buyer reads them, and Buyer's failure to read them is not a defense.

Distributor Status — Not the Manufacturer

2.1 Role of QD Blades LLC

The Company is an independent distributor of diamond saw blades, abrasives, and related industrial cutting products. The Company:

• does not design, manufacture, fabricate, assemble, formulate, produce, or build any product;
• does not own, operate, or control any manufacturing facility;
• does not select, blend, or specify the materials, bonding agents, diamond grit, steel cores, or any other component of any product;
• does not conduct or oversee any product testing, certification, quality control, or safety inspection at the manufacturing level;
• does not hold itself out as the apparent manufacturer of any product; and
• has no manufacturing license, manufacturing capability, or product-design role with respect to any product sold.

2.2 Source of Products

All products sold by the Company are manufactured, designed, and produced by independent third-party manufacturers with whom the Company has commercial supply relationships. The Company purchases finished goods from these manufacturers and resells them to Buyer. Buyer acknowledges that the Company is a "middle-man" in the supply chain — connecting professional Buyers with manufactured product, nothing more.

2.3 Manufacturer Warranty Pass-Through

To the extent any product carries a manufacturer warranty, that warranty (if any) flows directly from the manufacturer to Buyer. The Company makes no independent warranty of any kind. Buyer is solely responsible for asserting any warranty claim directly against the manufacturer.

2.4 Apparent Manufacturer Doctrine — Disclaimed

The Company does not affix QD Blades branding to any product, does not represent itself as the manufacturer in any sales communication, packaging, or invoice, and expressly disclaims any inference under any "apparent manufacturer" or similar doctrine. Buyer acknowledges this disclaimer and agrees not to assert any claim against the Company based on the theory that the Company is the apparent or constructive manufacturer of any product.

Buyer's Responsibilities & Safe Use of Products

3.1 Sophisticated Professional Buyer

Buyer represents and warrants that Buyer is a professional, commercial, or industrial purchaser with the experience, training, equipment, and judgment necessary to safely select, handle, install, operate, store, and dispose of the products purchased. Buyer is not a consumer purchasing for personal, family, or household use.

3.2 Safe Use is Buyer's Sole Responsibility

• following all manufacturer instructions, warnings, labels, and safety data sheets accompanying the product;
• verifying that the product is appropriate for the intended application, material, RPM range, and machine compatibility;
• using all required personal protective equipment (PPE), including but not limited to eye protection, hearing protection, respiratory protection, gloves, and protective clothing;
• ensuring the operator is properly trained and qualified to operate the cutting equipment;
• complying with all applicable OSHA, federal, state, and local workplace safety regulations;
• conducting pre-use inspection of every blade for damage, cracks, warping, or wear before installation;
• maintaining and inspecting cutting equipment to manufacturer specifications;
• using proper guards, water suppression (where applicable), and dust collection;
• operating products only within their rated specifications, including maximum RPM, intended material, and recommended cutting depth; and
• removing damaged or worn products from service immediately.

3.3 No Reliance on Company Statements for Safety

Buyer acknowledges that the Company does not provide engineering, application-specific, safety, or compatibility advice. Any statements made by Company personnel or sales representatives regarding product performance, suitability, or compatibility are general informational statements only and do not constitute professional advice, engineering recommendations, or safety guidance. Buyer must consult the manufacturer's documentation and qualified safety professionals for application-specific guidance.

3.4 Assumption of Risk

Buyer expressly assumes all risk associated with the selection, use, storage, handling, and disposal of products purchased from the Company. Buyer agrees that the Company shall not be liable for any injury, death, property damage, business interruption, or other loss arising from the use or misuse of any product, regardless of the legal theory under which such claim is asserted, except where such liability cannot be disclaimed under applicable law.

Orders & Acceptance

4.1 Order Submission

Orders may be submitted by email, telephone, through the Company's online order management system, or via a Company sales representative. All orders are subject to acceptance by the Company in its sole discretion.

4.2 When an Order is Accepted

An order is deemed accepted only when the Company transmits a written order confirmation to Buyer (by email or via the Company's order management system). Quotations, price lists, sales calls, marketing communications, and verbal commitments do not constitute binding offers or acceptance. The Company reserves the right to refuse any order for any reason or no reason.

4.3 Inventory

The Company does not guarantee specific inventory levels, lead times, or product availability. References on the Company's website or in marketing materials to inventory or stock are general indications of supply-chain capacity and are not warranties of immediate availability for any particular product or order.

4.4 Sales Representative Authority

The Company's sales representatives and contractors are authorized to solicit orders, but are not authorized to bind the Company to any contract, warranty, pricing commitment, or representation beyond what is set forth in the Company's official written materials. Buyer should not rely on any verbal commitment by a sales representative.

Pricing, Payment & Taxes

5.1 Pricing

All prices are quoted in U.S. dollars (USD) and are subject to change without notice prior to order acceptance. Once an order is accepted, the price stated in the order confirmation governs that order.

5.2 Payment Terms

Unless otherwise agreed in writing, payment is due in full prior to shipment. The Company accepts payment via credit card, ACH, or other methods designated by the Company at the time of order. Payment processing is handled by Stripe, Inc., subject to Stripe's terms and privacy policy.

5.3 Taxes

Prices do not include sales tax, use tax, value-added tax, or any other government-imposed tax or fee, all of which are the responsibility of Buyer. Where the Company is required by law to collect tax, such tax will be added to the invoice. Tax-exempt Buyers must provide a valid resale or exemption certificate prior to order acceptance.

5.4 Late Payment

Past-due invoices accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Buyer is responsible for all reasonable collection costs, including attorneys' fees, incurred by the Company to collect past-due amounts.

5.5 Chargebacks

If Buyer initiates a chargeback or payment dispute and the Company prevails, Buyer is responsible for all costs and fees incurred by the Company in defending the chargeback.

Shipping, Title & Risk of Loss

6.1 Shipping Terms

Unless otherwise agreed in writing, all sales are FOB Origin (shipping point). Title and risk of loss pass to Buyer upon delivery of the product to the carrier at the manufacturer's or distributor's warehouse.

6.2 Shipping Charges

Shipping, freight, handling, and insurance charges are the responsibility of Buyer unless expressly stated otherwise in the order confirmation.

6.3 Delivery Estimates

Any delivery date provided by the Company is an estimate only. The Company is not liable for any loss, damage, or expense resulting from delays in delivery, regardless of cause.

6.4 Inspection at Delivery

Buyer shall inspect all products immediately upon receipt and notify the Company in writing within five (5) business days of any visible damage, shortage, or non-conformity. Failure to provide timely written notice constitutes acceptance of the products and waiver of any related claim.

Returns

7.1 Return Policy

All sales are final unless otherwise agreed in writing prior to order acceptance. Returns will be considered only on a case-by-case basis at the Company's sole discretion and may be subject to a restocking fee of up to 25%.

7.2 Non-Returnable Items

Custom orders, special-order products, used products, and products that have been mounted on cutting equipment are non-returnable.

7.3 Return Authorization Required

No return will be accepted without a written Return Merchandise Authorization (RMA) issued by the Company. Buyer is responsible for return shipping costs unless the return is due to a Company error.

Warranty Disclaimer

8.1 Manufacturer Warranty Only

The only warranty applicable to any product, if any, is the warranty issued by the manufacturer of that product. Buyer must direct all warranty claims to the manufacturer.

8.2 Company Disclaimer

8.3 No Performance Guarantees

The Company makes no representation or warranty regarding the performance, durability, blade life, cutting speed, suitability for a specific application, compatibility with any specific machine or material, or any other performance characteristic of any product. Any such representations made in marketing materials or by sales representatives are not warranties and shall not be relied upon as such.

Limitation of Liability

9.1 Cap on Liability

9.2 No Indirect Damages

9.3 Personal Injury Carve-Out

Nothing in this Section limits liability that cannot be limited under applicable law, including liability for death or personal injury caused by the Company's gross negligence or intentional misconduct, where such limitation is prohibited.

9.4 Essential Bargain

Buyer acknowledges that the limitations of liability set forth herein are an essential element of the bargain between the parties and that the prices charged by the Company reflect these limitations. Without these limitations, the Company would not sell products to Buyer at the prices charged.

Indemnification

Buyer shall indemnify, defend, and hold harmless the Company, its members, officers, employees, agents, sales representatives, and contractors from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Buyer's use, misuse, modification, storage, or disposal of any product;
• Buyer's violation of any applicable law or regulation;
• Buyer's failure to use proper PPE, training, or safety procedures;
• any injury or property damage caused to any third party by Buyer or any person operating the product on Buyer's behalf; or
• Buyer's breach of these Terms.

Force Majeure

The Company shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics, public health emergencies, war, terrorism, governmental action, supplier failure, port delays, transportation disruptions, cyberattacks, or power or internet outages. The Company shall use commercially reasonable efforts to resume performance as soon as practicable.

Communications & AI Disclosure

12.1 Email and Phone Communications

By providing contact information to the Company or its sales representatives, Buyer consents to receive emails, phone calls, and text messages from the Company regarding orders, products, and services. Buyer may opt out of marketing communications at any time by following unsubscribe instructions or contacting john@qdblades.com.

12.2 AI-Assisted Communications

The Company and its representatives may use artificial intelligence tools to draft, generate, or assist with communications (including emails, text messages, and chatbot responses). Such communications remain the responsibility of the Company. Where required by law, AI-assisted communications will be disclosed as such.

Governing Law

These Terms and all sales hereunder shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. To the extent any dispute is not subject to arbitration under Section 14, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Kalamazoo County, Michigan, and waive any objection to such jurisdiction or venue.

Dispute Resolution & Arbitration

14.1 Informal Resolution

Before initiating any formal proceeding, the aggrieved party shall provide written notice of the dispute to the other party and the parties shall negotiate in good faith for thirty (30) days to resolve the dispute.

14.2 Binding Arbitration

Any dispute not resolved through informal resolution shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Kalamazoo County, Michigan, in the English language. The arbitrator's award shall be final, binding, and non-appealable.

14.3 Class Action Waiver

14.4 Injunctive Relief Carve-Out

Notwithstanding Section 14.2, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm.

14.5 Statute of Limitations

Any claim arising out of or related to these Terms or any product must be brought within one (1) year after the claim accrues, or such claim shall be permanently barred, except where applicable law prohibits such limitation.

14.6 Costs

Each party bears its own attorneys' fees and costs in arbitration, unless the arbitrator determines bad faith, in which case the arbitrator may award fees against the offending party. Filing fees and arbitrator compensation shall be allocated per AAA rules.

Privacy

The Company's collection, use, and disclosure of personal information is governed by its Privacy Policy, which is incorporated herein by reference.

General Provisions

16.1 Entire Agreement

These Terms, together with the order confirmation and any document expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous discussions, representations, or agreements.

16.2 Modifications

The Company may update these Terms at any time by posting the revised version at qdblades.com/terms. Continued use of the Company's services or placement of any order following an update constitutes acceptance of the revised Terms. Buyer is responsible for reviewing the current Terms prior to each purchase.

16.3 Severability

If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

16.4 No Waiver

The Company's failure to enforce any provision of these Terms shall not be deemed a waiver of that provision or of the right to enforce it.

16.5 Assignment

Buyer may not assign these Terms or any rights hereunder without the Company's prior written consent. The Company may freely assign these Terms to any successor or affiliate.

16.6 No Third-Party Beneficiaries

These Terms are for the sole benefit of the Company and Buyer and create no rights in any third party.

16.7 Cumulative Remedies

The remedies provided to the Company under these Terms are cumulative and in addition to all other remedies available at law or in equity.

16.8 Specific Performance

The parties acknowledge that monetary damages may be inadequate to remedy a breach of Sections 2, 3, 8, 9, or 10, and the non-breaching party shall be entitled to seek specific performance and other equitable relief.

16.9 Construction

"Including" means "including without limitation." Headings are for convenience only and do not affect interpretation. These Terms shall be construed without regard to any rule requiring construction against the drafting party.

16.10 Electronic Acceptance

Acceptance of these Terms may be made electronically (including by clicking, payment, or order placement) and is binding to the same extent as a handwritten signature under the E-SIGN Act and the Michigan Uniform Electronic Transactions Act.

Contact

For questions, warranty inquiries (which will be referred to the manufacturer), or disputes: