Industrial Diesel, Inc.

General Terms and Conditions

Effective Date: March 24, 2025

By submitting an application for credit, submitting a purchase order, accepting a sales order, or accepting a quote from Industrial Diesel, Inc. (“IDI”), the customer (“Customer”) acknowledges and agrees that these General Terms and Conditions (the “Terms”) apply to any equipment or product (“Product”) purchased by Customer from IDI and/or services performed by IDI (“Services”) for Customer. IDI’s performance hereunder and provision of any Products or Services to Customer is strictly limited to the terms and conditions contained herein, and IDI hereby objects to and expressly rejects any additional or different terms proposed by Customer (whether in Customer’s purchase order, terms and conditions, or other acknowledgment form) at any time.

Orders. IDI is not obligated to accept any order. An order is binding on IDI only upon “Order Acceptance” which means IDI has confirmed the terms of Customer’s order by written acceptance or Customer has accepted (verbally or in writing) IDI’s written quote or sales order. Upon Order Acceptance, the order cannot be modified except by mutual written agreement of both parties, except as provided in Section 2. Each order is subject to and governed by these Terms. In the event of a conflict between an order and these Terms, these Terms will prevail. Acceptance or fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. Each order shall specify the following: the Products or Services to be purchased, pricing, estimated delivery timeframe, and delivery location.
Pricing. Pricing is subject to change at any time prior to Order Acceptance. Notwithstanding the foregoing or anything to the contrary herein, with respect to engine or transmission repairs or rebuilding or similar Services, Customer acknowledges that IDI cannot provide a firm scope of work, pricing, or delivery timeframes unless and until IDI has fully inspected the engine or transmission; any quoted or estimated scope of work, pricing, or delivery timeframe in a quote or order is subject to change based on the findings of the inspection, the actual scope of work needed, and availability of parts and materials.
Taxes and Shipping Costs. The quoted sales price does not include any applicable taxes and shipping costs. Customer shall be responsible for the payment of any sales, use, excise, or other similar taxes applicable to the sale of the Product or Services. Customer must provide IDI with a resale/exemption certificate in order to avoid the charging of applicable taxes. In addition, Customer shall be responsible for all shipping costs to deliver the Product to Customer.
Payment. Invoices shall be due and payable, without offset or deduction, thirty (30) days after Customer’s receipt of invoice from IDI. Any unpaid balance that is past due may be charged interest at a rate equal to the lesser of: (a) 18% per year, or (b) the maximum lawful rate that may be charged. Customer must promptly review each invoice and raise any objections in writing within ten (10) days of invoice date or such objections will be deemed to have been waived.
Delivery. IDI will arrange for shipment of the Product by third-party carrier to the location specified by Customer in the order. IDI will use commercially reasonable efforts to timely deliver to Customer the Product as specified in the order on the mutually agreed upon delivery date(s); however, IDI provides no guarantee that delivery will occur on any specified date. Customer must promptly inspect the Products to confirm delivery of the ordered items and quantities and must notify IDI in writing of any discrepancies within ten (10) days of the third-party carrier’s delivery of the shipment to Damages or shortages sustained in transit must be raised by Customer directly with the applicable third-party carrier.
Title and Risk of Loss. Title and risk of loss or damage to the Product passes to Customer upon IDI’s delivery of the Product to the third-party carrier at Decatur, Texas. If and when IDI’s Services involve IDI taking possession or control of Customer’s personal property (e.g., for engine and transmission rebuilding and repairs), title and risk of loss of Customer’s personal property remain with Customer at all times. IDI is not an insurer of Customer’s personal property, and Customer shall maintain appropriate property insurance for the full replacement value of its personal property while it is in IDI’s possession or control as a result of IDI’s provision of the Services, and while such personal property is in transit with a third-party carrier, at Customer’s sole cost and expense.
Security Interest in Products. To secure Customer’s prompt and complete payment and performance of any and all present and future indebtedness and liabilities to IDI, Customer hereby grants to IDI a lien on and security interest in and to all of the right, title and interest of Customer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code. IDI may file a financing statement for the security interest and Customer must execute any statements or other documentation necessary to perfect IDI’s security interest in the Products. Customer also authorizes IDI to execute, on Customer’s behalf, statements or other documentation necessary to perfect IDI’s security interest in the Products. IDI is entitled to all applicable rights and remedies of a secured party under applicable law.
Payment for Services. If and when IDI’s Services involve IDI repairing, rebuilding, or improving Customer’s personal property (e.g., for engine and transmission rebuilding and repairs), an express mechanics’ lien on Customer’s personal property is hereby acknowledged and granted to secure all amounts owed under the order. If there is any non-payment or if payment is stopped or dishonored, IDI is entitled to utilize all legal remedies to obtain the monies owed including, without limitation, retaining possession of Customer’s personal property until all amounts owed are paid in full, repossession of Customer’s personal property, filing of any applicable mechanics’ liens, and enforcing all rights of IDI with respect to such mechanics’ liens.
Service Warranty. For a period commencing on the date IDI completes the Services and ending three (3) months thereafter (the “Service Warranty Period”), IDI warrants that the Services shall be performed in a good and workmanlike manner (the “Service Warranty”). If any portion of the Services is non-conforming with the Service Warranty, Customer shall notify IDI in writing within the Service Warranty Period and, as Customer’s sole and exclusive remedy for a breach of the Service Warranty, IDI shall re-perform such Service at IDI’s cost and expense within a commercially reasonable timeframe. Any work performed or re-performed by IDI within the Service Warranty Period will not extend or restart the original Service Warranty Period. Notwithstanding the foregoing, the Service Warranty expressly excludes any damage, defect, or non-conformance caused by or attributable to: (i) any of the Customer Group’s or any third party’s misuse, modification, negligence, or improper maintenance; (ii) any of the Customer Group’s failure to adhere to IDI’s applicable directions or specifications; (iii) accident, fire, collision, or other casualty; (iv) design defects, manufacturing defects, or defective components supplied by third-party manufacturers; or (v) damage sustained while in transit with a third-party carrier. “Customer Group” means Customer, its affiliates, and each of their respective officers, directors, employees, contractors (excluding IDI), invitees, and customers.
Product Warranty on New and Rebuilt Products. During the applicable Products Warranty Period, IDI represents and warrants that new Products and rebuilt Products shall be free from material defects in workmanship and materials (the “Product Warranty”).
1. The “Products Warranty Period” commences on the date of delivery to the Customer and the duration will depend on the type of Product, whether new or rebuilt:
  1. For new Products, Customer will receive the parts manufacturer’s warranty, as those warranty terms are specified by the applicable manufacturer. IDI will use reasonable efforts to assist Customer with a manufacturer’s warranty claim. IDI provides a twelve (12) month Product Warranty Period for its own work (if any) on the new Product.
  2. For rebuilt Products, Customer will receive the parts manufacturer’s warranty, as those warranty terms are specified by the applicable manufacturer. IDI will use reasonable efforts to assist Customer with a manufacturer’s warranty claim. IDI provides a six (6) month Product Warranty Period on the rebuilt Product.
2. If new Products or rebuilt Products are not in conformance with the Products Warranty, Customer shall notify IDI in writing within the Products Warranty Period and, as Customer’s sole and exclusive remedy for a breach of the Products Warranty, the non-conforming Products shall be repaired or replaced by IDI at IDI’s cost within a commercially reasonable timeframe. Any work performed or re-performed by IDI within the Product Warranty Period will not extend or restart the original Product Warranty Period. Notwithstanding the foregoing, the Products Warranty expressly excludes any damage, defect, or non-conformance caused by or attributable to: (i) any of the Customer Group’s or any third party’s misuse, modification, negligence, or improper maintenance; (ii) any of the Customer Group’s failure to adhere to IDI’s applicable directions or specifications; (iii) accident, fire, collision, or other casualty; (iv) design defects, manufacturing defects, or defective components supplied by third-party manufacturers; or (v) damage sustained while in transit with a third-party carrier.
NO WARRANTY ON USED PRODUCTS. Notwithstanding the foregoing or anything to the contrary herein, Used Products are provided on an AS-IS, WHERE-IS basis, with NO WARRANTIES OR GUARANTEES WHATSOEVER.
DISCLAIMER. THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THESE TERMS, IDI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. Customer acknowlEdges that it has not relied on any representation or warranty made by IDI, or any other person or representative on IDI’S behalf, except as stated in THESE TERMS.
LIMITATION OF LIABILITY. IDI’S ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THE PROVISION OF THE PRODUCTS OR SERVICES BY IDI TO CUSTOMER SHALL IN NO EVENT EXCEED THE PRICE FOR THE PRODUCT OR SERVICES OUT OF WHICH SUCH CLAIM OR LIABILITY AROSE. IN NO EVENT SHALL IDI BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, GOODWILL, BUSINESS, OR PRODUCTION) ARISING AT ANY TIME FROM ANY CAUSE WHATSOEVER, EVEN IF IDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Applicable Law and Venue. These Terms, including all matters relating to the validity, construction, performance, and enforcement thereof, shall be governed by the laws of the State of Texas, without giving effect to its conflict of laws provisions. Exclusive venue for any action arising out of the sale of the Product or Services or these Terms shall lie in federal or state court in Decatur, Wise County, Texas.
Assignment. Customer may not assign any of its rights or obligations hereunder or with respect to the sale of the Product or Services without the consent of IDI.
Confidentiality. Customer will maintain IDI’s pricing and proposals in confidence for a period of five (5) years following the order’s completion.
Miscellaneous.

(a) No failure by IDI to take action on account of any default by Customer shall constitute a waiver of any such default of Customer or any right of IDI hereunder.

(b) If any provision of these Terms is held invalid or unenforceable, such provision shall be deemed modified or severed (as applicable) to the extent necessary to render the same valid, and these Terms shall be construed and enforced to the fullest extent permitted by law.

(c) IDI shall not be liable to Customer for any failure or delay due to any cause or occurrence beyond IDI’s control, including without limitation, unavailability of or delay in shipment or receipt of the Product, shortages, order backlogs, production difficulties, delays in transportation, fire, strikes, work stoppages, compliance with any law or regulation, acts of God, or acts of terrorism.

(d) If payment for the Product or Services or any other provision of these Terms must be enforced in a court of law, the prevailing party shall be entitled to recover from the other party reasonable and necessary attorney’s fees and reasonable and necessary court costs incidental thereto.

(e) Customer shall indemnify and defend IDI against, and hold IDI harmless from, any and all claims, losses, damages, liabilities, and expenses (including, without limitation, court costs and reasonable attorney’s fees) resulting from or arising out of Customer’s use or operation of the Product or Services.

(f) The section headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof.

(g) IDI may modify these Terms from time to time without notice by updating the version of these Terms found at /terms-and-conditions/, and Customer will be bound by the modified Terms when Customer next submits an application for credit, submits a purchase order, accepts a sales order, or accepts a quote from IDI.

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