Terms and Conditions of Sale
These terms govern all quotes, orders, and transactions between Claros Supply LLC and its customers.
Effective Date: March 2026 | Version 1.0
PLEASE READ THESE TERMS CAREFULLY. By requesting a quote, submitting a purchase order, or completing any transaction with Claros Supply LLC, you agree to be bound by these Terms and Conditions. These terms apply to all sales, quotes, and transactions between Claros Supply LLC and any customer ("Buyer").
Claros Supply LLC operates as an industrial equipment sourcing and procurement platform. We source products from manufacturers and authorized distributors, build quotes for buyers, and facilitate orders. We do not maintain a physical product inventory.
1. Definitions
"Claros Supply" or "Seller" means Claros Supply LLC, a Louisiana limited liability company.
"Buyer" or "Customer" means any individual, company, or entity that requests a quote or places an order with Claros Supply.
"Order" means any purchase order, written confirmation, or agreement to purchase goods or services from Claros Supply.
"Quote" means a written price quotation issued by Claros Supply, which is valid only for the period stated on the quote.
"Goods" means any products, equipment, materials, or items sourced and sold by Claros Supply.
"Supplier" means the manufacturer, distributor, or vendor from whom Claros Supply sources Goods on behalf of the Buyer.
2. QUOTES AND ORDER ACCEPTANCE
2.1 Quote Validity. All quotes issued by Claros Supply are valid for the period specified on the quote document. If no period is stated, quotes are valid for fourteen (14) calendar days from the date of issue. Claros Supply reserves the right to withdraw or revise any quote prior to receipt of a binding purchase order.
2.2 Price Subject to Change. Quoted prices are based on Supplier pricing at the time of the quote. If Supplier pricing changes before the order is placed, Claros Supply will notify the Buyer and reissue a revised quote. Claros Supply is not liable for price changes outside its control.
2.3 Order Acceptance. An order is not binding on Claros Supply until Claros Supply provides written confirmation of acceptance. Receipt of a purchase order does not constitute acceptance. Claros Supply reserves the right to decline any order at its sole discretion.
2.4 Order Changes. Once an order is accepted and placed with a Supplier, changes or cancellations by the Buyer may result in cancellation fees, restocking charges, or forfeiture of deposits, depending on Supplier policies. Buyer assumes all costs associated with order modifications.
3. PRICING AND PAYMENT TERMS
3.1 Pricing. All prices quoted are in U.S. dollars. Prices do not include applicable taxes, freight, shipping, handling, or insurance unless explicitly stated on the quote. Any taxes, duties, or fees imposed by any governmental authority on the sale of Goods are the sole responsibility of the Buyer.
3.2 New Account Payment Terms. For new Buyer accounts with no established payment history, Claros Supply requires prepayment in full prior to order placement with the Supplier. New accounts must complete at least one (1) prepaid transaction before being considered for credit terms.
3.3 Credit Account Terms. Credit terms may be extended at the sole discretion of Claros Supply following a satisfactory credit review. Approved credit accounts are subject to Net 30 payment terms from the date of invoice unless otherwise stated in writing. Claros Supply reserves the right to modify, suspend, or revoke credit terms at any time based on Buyer payment history or credit review.
3.4 Credit Limits. Claros Supply may establish a credit limit for each Buyer account. Orders that would exceed the established credit limit require advance payment for the amount exceeding the limit or written approval from Claros Supply prior to order acceptance.
3.5 Late Payments. Invoices not paid by the due date will accrue a late payment charge of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Claros Supply reserves the right to suspend all pending and future orders for any Buyer with a past-due balance.
3.6 Accepted Payment Methods. Claros Supply accepts payment by ACH/bank transfer, wire transfer, and major credit cards. A credit card processing fee of up to 3% may be applied to credit card transactions.
3.7 Disputed Invoices. Buyer must notify Claros Supply in writing of any invoice dispute within five (5) business days of receipt. Undisputed portions of invoices remain due and payable on the original due date. Failure to dispute an invoice within the stated period constitutes acceptance of the invoice amount.
4. CREDIT REVIEW AND ACCOUNT MANAGEMENT
4.1 Credit Review. Claros Supply may conduct a business credit review of any Buyer at any time using publicly available business credit data (soft inquiry only). This review does not require Buyer notification and does not affect Buyer's credit rating.
4.2 Credit Application. Buyers requesting Net 30 credit terms may be required to complete a Credit Application and provide trade references. Approval is at the sole discretion of Claros Supply and is not guaranteed.
4.3 Personal Guarantee. For new businesses or buyers with limited credit history, Claros Supply may require a personal guarantee from an owner or principal of the Buyer company as a condition of credit approval.
4.4 Account Suspension. Claros Supply reserves the right to place any Buyer account on hold or suspend credit terms if: (a) a payment is more than fifteen (15) days past due; (b) a check or ACH payment is returned; (c) the Buyer's financial condition materially deteriorates; or (d) the Buyer fails to comply with any term of these Terms and Conditions.
5. SHIPPING, DELIVERY, AND TITLE
5.1 Drop Shipment Model. Claros Supply operates on a drop-shipment model. Goods are shipped directly from the Supplier to the Buyer's designated delivery address. Claros Supply does not warehouse or physically handle Goods unless explicitly agreed upon in writing.
5.2 Delivery Lead Times. All delivery lead times provided by Claros Supply are estimates only, based on information from Suppliers. Claros Supply is not liable for delays caused by Suppliers, carriers, customs, acts of God, labor disputes, or other causes beyond its reasonable control.
5.3 Shipping Terms. Unless otherwise agreed in writing, all shipments are FOB Supplier's facility. Title and risk of loss pass to Buyer upon delivery of Goods to the carrier at the Supplier's location. Buyer bears all risk of loss, damage, or delay during transit.
5.4 Shipping Costs. Shipping and handling charges will be included in the quote or invoiced separately. Buyer is responsible for all freight costs unless otherwise stated in writing. Expedited shipping is available at Buyer's request and expense.
5.5 Partial Shipments. Claros Supply and its Suppliers reserve the right to make partial shipments. Each partial shipment may be invoiced separately upon delivery. Buyer's obligation to pay is not contingent upon receipt of all items in a multi-line order.
6. INSPECTION AND ACCEPTANCE
6.1 Buyer's Responsibility to Inspect. Buyer must inspect all Goods promptly upon receipt. Buyer has five (5) business days from delivery to notify Claros Supply in writing of any visible damage, shortages, or incorrect items. Failure to provide timely notice constitutes acceptance of the Goods as delivered.
6.2 Concealed Damage. Buyer must notify Claros Supply within five (5) business days of discovery of any concealed damage not apparent upon initial inspection. Claros Supply will work with the Supplier and carrier to resolve concealed damage claims.
6.3 No Right to Withhold Payment. Buyer may not withhold payment for Goods already delivered and accepted based on a dispute involving other unrelated orders or transactions.
7. RETURNS AND CANCELLATIONS
7.1 Return Authorization Required. No Goods may be returned without a written Return Merchandise Authorization (RMA) issued by Claros Supply. Returns without prior authorization will be refused and returned to Buyer at Buyer's expense.
7.2 Return Eligibility. Returns are subject to Supplier policies. Standard stock items may be eligible for return within thirty (30) days of delivery in original, unused, uninstalled condition in original packaging. Special order, custom, or non-stock items are non-returnable unless defective.
7.3 Restocking Fees. Authorized returns of stock items are subject to a restocking fee of up to twenty-five percent (25%) of the invoiced price, in addition to any fees imposed by the Supplier. Return freight is the responsibility of the Buyer.
7.4 Order Cancellations. Cancellation of a confirmed order may result in cancellation charges based on the Supplier's cancellation policy plus Claros Supply's administrative fee. Claros Supply will communicate applicable charges to Buyer prior to processing a cancellation.
8. WARRANTIES
8.1 Manufacturer Warranty Pass-Through. Claros Supply passes through to the Buyer any warranty provided by the Supplier or manufacturer of the Goods. Claros Supply does not independently warrant the Goods it sells. All warranty claims must be directed to the applicable Supplier or manufacturer in accordance with their warranty terms.
8.2 No Additional Warranties. CLAROS SUPPLY MAKES NO ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ASSUMES ALL RISK AS TO SUITABILITY OF GOODS FOR BUYER'S INTENDED USE.
8.3 Buyer's Responsibility. Buyer is solely responsible for verifying that the specifications, materials, and design of any Goods ordered are appropriate for the Buyer's intended application. Claros Supply is not an engineering firm and does not provide engineering recommendations or approvals.
9. LIMITATION OF LIABILITY
9.1 Limitation of Damages. IN NO EVENT SHALL CLAROS SUPPLY LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY SALE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF PRODUCTION, EQUIPMENT DOWNTIME, OR PERSONAL INJURY, EVEN IF CLAROS SUPPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Maximum Liability. Claros Supply's total aggregate liability for any claim related to a specific transaction shall not exceed the total amount paid by Buyer for the Goods giving rise to the claim.
9.3 Supplier Responsibility. Because Claros Supply acts as a sourcing intermediary, Buyer acknowledges that claims relating to product quality, defects, or performance are primarily the responsibility of the Supplier or manufacturer of the Goods.
10. CONFIDENTIALITY AND SOURCING INFORMATION
10.1 Supplier Confidentiality. Claros Supply does not disclose the identity of its Suppliers or the pricing it receives from Suppliers to any Buyer. Supplier identities and Claros Supply's cost pricing constitute confidential business information.
10.2 Buyer Confidentiality. Claros Supply treats all Buyer RFQs, purchase orders, and business information as confidential. Claros Supply will not share Buyer information with third parties except as necessary to fulfill an order or as required by law.
10.3 Non-Circumvention. Buyer agrees not to use information obtained through Claros Supply's quoting process to circumvent Claros Supply and contact Suppliers directly for the purpose of bypassing Claros Supply on a transaction that originated from Claros Supply's sourcing efforts. Violation of this clause entitles Claros Supply to damages equal to the margin Claros Supply would have earned on the circumvented transaction.
11. FORCE MAJEURE
Claros Supply shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, fire, flood, war, terrorism, government actions, labor disputes, Supplier delays, transportation disruptions, supply shortages, or pandemics. In such events, Claros Supply will notify Buyer as promptly as possible and will work in good faith to fulfill the order when conditions allow.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to conflict of law principles.
12.2 Jurisdiction. Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Louisiana. Buyer consents to the personal jurisdiction of such courts.
12.3 Informal Resolution. Prior to initiating any legal action, both parties agree to attempt to resolve disputes informally by written notice and a good faith discussion period of at least fifteen (15) days.
12.4 Attorney's Fees. In any legal proceeding to collect unpaid amounts owed to Claros Supply, the prevailing party shall be entitled to recover reasonable attorney's fees and court costs.
13. GENERAL PROVISIONS
13.1 Entire Agreement. These Terms and Conditions, together with any applicable quote or order confirmation issued by Claros Supply, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, or understandings.
13.2 Buyer's Terms Rejected. Any terms and conditions contained in a Buyer's purchase order or other documents that are inconsistent with or in addition to these Terms are hereby rejected and shall have no force or effect, unless expressly agreed to in writing by an authorized representative of Claros Supply.
13.3 Severability. If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13.4 Waiver. Claros Supply's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other provision.
13.5 Amendments. Claros Supply reserves the right to update these Terms and Conditions at any time. The version in effect at the time of a transaction governs that transaction.
13.6 Assignment. Buyer may not assign its rights or obligations under these Terms without the prior written consent of Claros Supply. Claros Supply may assign these Terms in connection with a merger, acquisition, or sale of its business.
CLAROS SUPPLY LLC
Dylan Ewing, Founder & Principal
Questions? Contact us at: info@clarossupply.com