Standard Terms & Conditions

Rev. 2.0  |  Effective August 1, 2026

These Terms supersede all prior versions, including Rev. 1.1 (January 2019). Transactions entered into before the effective date above remain governed by the version in effect at that time.

Issued by BMG Conveyor Services of Florida, Inc. DBA Davis Industrial. A copy of these Terms, or of a superseded version, is available on request at info@conveyors247.com or 813.247.3620.

Contents

1. Contract; Acceptance; Order of Precedence
2. Quotations; Order Acceptance; Pricing
3. Payment; Credit; Collection; Suspension
4. Field Service Minimum; Labor Rates
5. Scope of Work; Exclusions
6. Buyer Responsibilities; Site Access; Coordination
7. Safety; Lockout/Tagout; Hazards
8. Hazardous Materials and Environmental Conditions
9. Buyer-Supplied Information; Measurements; Existing Conditions
10. Concealed or Differing Site Conditions
11. Changes; Field Authorization; Extra Work
12. Schedule; Delays; Standby; Remobilization
13. Cancellation; Rescheduling
14. Shipping; Delivery; Title; Risk of Loss
15. Substitutions; Product Changes
16. Inspection; Acceptance; Claims
17. Returns; Restocking; Special-Order Material
18. Security Interest; Lien and Payment Rights
19. Warranty — General
20. Davis-Manufactured Products Warranty
21. Davis Field Services Warranty
22. Third-Party Products; Repaired Equipment
23. Warranty Exclusions; Claim Procedure
24. Limitation of Liability; Disclaimer of Damages
25. Buyer Indemnification
26. Insurance; Property Risk
27. Permits; Codes; Regulatory Requirements
28. Intellectual Property; Drawings; Work Product
29. Jobsite Photographs; Documentation
30. Business Communications; Electronic Records
31. Confidentiality
32. Employee Non-Solicitation / no-Hire
33. Force Majeure
34. Assignment; Subcontracting; no Third-Party Beneficiaries
35. Nuclear and Special-Hazard Applications
36. Export Controls; Sanctions; Anti-Corruption
37. Governing Law; Venue; Jury Waiver
38. Severability; Waiver; Survival
39. Entire Agreement; Modification; Notices

1. Contract; Acceptance; Order of Precedence

1.1 These Terms, together with the applicable Davis quotation, proposal, work order, service ticket, order acknowledgment or other document specifically issued by Davis (collectively, the "Quote"), constitute the parties' agreement for the applicable transaction. Buyer accepts these Terms by signing or electronically accepting a Quote, issuing a purchase order or other authorization after receiving or being provided access to these Terms, authorizing Davis to begin work, accepting delivery of goods, or accepting the benefit of Davis services.

1.2 Davis's acceptance of any Buyer purchase order or other document is expressly conditioned upon Buyer's assent to these Terms. Any additional, different or conflicting terms contained in a Buyer purchase order, portal, master terms, acknowledgment, specification or other communication are rejected and will not bind Davis unless expressly accepted in a writing signed by an authorized officer of Davis. Performance, shipment, silence, portal use, or failure to object will not constitute acceptance of Buyer's conflicting terms.

1.3 If there is a conflict, the following order of precedence applies unless the Quote expressly states otherwise: (a) a mutually signed project-specific agreement or amendment; (b) the Davis Quote; and (c) these Terms. No oral statement, prior course of dealing, industry custom or course of performance modifies these Terms.

2. Quotations; Order Acceptance; Pricing

2.1 Unless a Quote expressly states otherwise, quotations are valid for fifteen (15) calendar days. Davis may withdraw or revise a Quote before acceptance. Prices are based on the scope, quantities, schedule, site conditions and information known to Davis when quoted.

2.2 Orders are subject to Davis's credit approval and written or electronic acceptance. Davis may reject or limit an order, require a deposit or progress payments, or require payment in advance based on order size, lead time, credit condition, material commitments or other commercially reasonable considerations.

2.3 Unless expressly stated otherwise, prices exclude sales, use, excise, value-added and similar taxes; permits; bonds; duties; tariffs; freight; expedited freight; storage; special packaging; and third-party fees. Buyer will pay all applicable amounts except taxes imposed on Davis's net income. Buyer must provide valid exemption documentation before invoicing to receive tax-exempt treatment.

2.4 For work or material not scheduled for immediate completion, Davis may equitably adjust pricing for manufacturer increases, tariffs, duties, freight surcharges, fuel surcharges, governmental actions or other cost increases imposed after the Quote date and before Davis purchases or ships the affected goods, unless the Quote expressly fixes those costs.

3. Payment; Credit; Collection; Suspension

3.1 Unless the Quote states otherwise, payment terms are Net 30 days from the invoice date for approved credit accounts. Deposits and progress payments stated in the Quote are due when invoiced. Buyer's payment obligation is not contingent upon Buyer receiving payment from an owner, general contractor, insurer or other third party. No retainage, setoff, backcharge, liquidated damages or withholding is permitted unless expressly agreed in writing by Davis or required by law.

3.2 Amounts past due accrue a service charge at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate. Buyer must notify Davis in writing of a good-faith invoice dispute within ten (10) days after invoice date, identifying the specific disputed amount and basis. The undisputed portion remains due as stated.

3.3 Buyer will reimburse Davis for reasonable costs of collection, including attorneys' fees, court costs, collection agency fees and other expenses. In addition, the prevailing party in any action or proceeding arising from the parties' transaction is entitled to recover reasonable attorneys' fees and costs, including on appeal, to the extent permitted by law.

3.4 Davis may suspend fabrication, procurement, shipment, delivery or field work, or may require advance payment, if any undisputed invoice is past due, Buyer exceeds its credit limit, or Davis reasonably determines that Buyer's financial condition creates a material credit risk. Resulting schedule impacts are excused and Buyer is responsible for reasonable storage, standby, remobilization and other resulting costs.

3.5 Any unapplied credit balance may be used against any amount Buyer owes Davis. Unless otherwise required by law, an unused credit balance expires one (1) year after issuance.

4. Field Service Minimum; Labor Rates

4.1 Unless the Quote states otherwise, each field-service dispatch or mobilization is subject to a minimum charge of four (4) labor hours per Davis employee assigned. Travel time, mobilization/demobilization, mileage, per diem, equipment, materials, consumables, freight and other charges are additional when applicable.

4.2 Labor performed outside Davis's quoted or regular work schedule, including overtime, weekends, holidays or premium-time schedules requested or caused by Buyer, will be billed at Davis's applicable premium rates.

5. Scope of Work; Exclusions

5.1 Davis will furnish only the goods and services expressly identified in the Quote. Items not expressly included are excluded. Unless specifically included, Davis's scope does not include professional engineering or sealed engineering, structural analysis, civil work, concrete, electrical power or controls, programming, fire-alarm work, environmental testing or remediation, demolition outside the identified equipment, cranes or owner-operated lifting equipment, permits, bonds, special inspections, hazardous-material handling, production losses, or restoration of surfaces outside Davis's direct work area.

5.2 Descriptions, sketches, takeoffs and recommendations are based on information available when quoted and are intended to define Davis's commercial scope. Unless professional engineering is expressly included, Davis drawings are fabrication, layout or installation aids and are not professional engineering documents or certifications of the adequacy of Buyer's structure, system, process or foundation.

5.3 Davis may use qualified subcontractors and suppliers to perform portions of the work while remaining responsible for its contractual obligations to the extent stated in these Terms.

6. Buyer Responsibilities; Site Access; Coordination

6.1 Buyer will provide Davis timely, safe and unobstructed access to the work area and will coordinate shutdowns, escorts, security access, orientations, permits, operating restrictions and other site requirements. Buyer will identify the authorized site representative who may direct scheduling and approve field changes or extra work.

6.2 Unless specifically included in the Quote, Buyer will provide at no cost to Davis all reasonably required plant utilities and site support, including suitable electrical power, compressed air, water, lighting, sanitation, waste disposal, fire watch, owner-required attendants, and safe access for Davis personnel, vehicles and equipment. Cranes, forklifts, manlifts or other customer-furnished equipment must be suitable, inspected, legally compliant and operated by qualified personnel unless Davis specifically agrees to operate them.

6.3 Buyer will remove or control process material, product, debris and other conditions that materially interfere with Davis's work, and will coordinate other contractors so Davis can perform efficiently and safely. Buyer is responsible for loss, delay or damage caused by Buyer's operations, personnel, other contractors or failure to satisfy these obligations.

6.4 Unless the Quote expressly states otherwise, Buyer is responsible for ensuring that conveyor take-ups are operational and have adequate travel available before Davis begins work. If take-ups are seized, corroded, obstructed, at end of travel or otherwise not functional, any resulting delay, standby, additional labor, materials, equipment or remobilization is an extra charge.

6.5 Unless the Quote expressly states otherwise, the existing conveyor belt must remain in place until Davis has completed installation of the replacement belt. Removal, cutting or disposal of the existing belt before Davis's arrival, or by others, is not included in Davis's scope, and Buyer is responsible for the resulting additional labor, equipment, material, delay and remobilization costs.

7. Safety; Lockout/Tagout; Hazards

7.1 Buyer is responsible for identifying known site hazards, hazardous energy sources, permit-required confined spaces, regulated areas, combustible dust hazards, chemicals, process hazards and site-specific safety rules before Davis begins work. Buyer will provide applicable safety data sheets and other hazard information reasonably requested by Davis.

7.2 Unless expressly agreed otherwise, Buyer is responsible for coordinating equipment shutdown and making the equipment and work area available for safe isolation. Davis employees will comply with applicable law, Davis safety procedures and applicable site procedures, including use of personal locks and tags and verification of energy isolation as required. Davis may refuse to rely on another party's lockout where Davis procedures or applicable law require independent verification or personal control.

7.3 Davis may stop, suspend or refuse work whenever Davis reasonably determines that conditions are unsafe, materially different from those represented, or inconsistent with applicable law or Davis safety procedures. Such action will not constitute breach by Davis. Buyer is responsible for reasonable standby, delay and remobilization costs caused by site conditions within Buyer's responsibility.

8. Hazardous Materials and Environmental Conditions

8.1 Unless expressly included in the Quote, Davis is not responsible for sampling, testing, identifying, abating, removing, transporting or disposing of asbestos, lead, mold, biological hazards, hazardous chemicals, contaminated material, regulated waste or other hazardous substances. Silica and ordinary industrial dust controls directly associated with Davis's work will be handled in accordance with Davis procedures and applicable law, but environmental remediation is excluded.

8.2 If suspected hazardous or contaminated material is encountered, Davis may stop affected work until Buyer provides appropriate testing, remediation, instructions and safe access. Any resulting delay, standby, protective measures, specialized equipment, remobilization or additional work is an extra charge.

9. Buyer-Supplied Information; Measurements; Existing Conditions

9.1 Davis may rely on measurements, drawings, specifications, equipment data, belt information, process data and other information supplied by Buyer or its representatives. Buyer is responsible for the completeness and accuracy of that information unless the Quote expressly includes field verification by Davis.

9.2 If Buyer-provided information is inaccurate, incomplete or materially different from actual conditions, Buyer is responsible for resulting redesign, restocking, rework, freight, material, labor, schedule and remobilization costs. Field verification by Davis is limited to the dimensions or conditions reasonably observable and specifically within the quoted scope.

9.3 Davis is not responsible for pre-existing defects, hidden deterioration, corrosion, fatigue, structural inadequacy, misalignment, prior improper repairs or modifications, defective customer-supplied components, or failures of adjacent equipment merely because Davis performs work on or near the affected system.

9.4 Buyer-furnished belt, parts, steel, equipment or other materials must be of suitable quality, condition and quantity, including reasonable allowance for waste or spoilage. Buyer retains risk of loss in Buyer-furnished property except to the extent loss is directly caused by Davis's negligence. Shortage, defect or unsuitability of Buyer-furnished material and resulting delay or rework are Buyer's responsibility.

10. Concealed or Differing Site Conditions

10.1 Conditions materially different from those reasonably visible or represented at the time of quotation—including concealed structural damage, deteriorated steel, seized or damaged components, undocumented modifications, inaccessible fasteners, hidden utilities, contamination, excessive buildup or equipment differing from drawings—are outside the original scope unless expressly stated otherwise.

10.2 Upon discovery, Davis may pause affected work and submit a change, proceed on time-and-materials authorization, or take reasonable temporary measures necessary to protect personnel or property. Buyer will pay the resulting additional labor, equipment, material, engineering, freight, standby and schedule costs.

11. Changes; Field Authorization; Extra Work

11.1 Changes requested by Buyer or required by differing conditions will result in an equitable adjustment to price and schedule. An authorized Buyer representative may approve extra work by signed change order, purchase order, email, text message, service ticket, electronic approval or other written field authorization.

11.2 If immediate action is reasonably necessary to protect personnel, equipment or the work and formal approval cannot practicably be obtained, Davis may perform limited protective or stabilizing work and promptly notify Buyer. Work outside the quoted scope will be billed on a time-and-materials basis at Davis's then-current rates unless the parties agree otherwise in writing.

12. Schedule; Delays; Standby; Remobilization

12.1 Delivery dates, mobilization dates and completion dates are estimates unless expressly guaranteed in a signed writing. Davis will use commercially reasonable efforts to meet stated dates but is not liable for delays caused by Buyer, site conditions, suppliers, carriers, labor shortages, weather, permitting, other contractors, force majeure or other causes beyond Davis's reasonable control.

12.2 Customer-caused or site-caused waiting time, including unavailable equipment, incomplete shutdown, unavailable permits, missing escorts, unavailable lifting equipment, interference by other contractors, inaccessible work areas or production delays, is billable standby time at applicable labor and equipment rates. If a delay causes work to continue into overtime or premium time, the applicable premium rates apply.

12.3 If delay requires Davis to demobilize or materially alter its planned sequence, Buyer will pay reasonable demobilization, remobilization, storage, additional travel, freight, equipment and rescheduling costs. Davis is entitled to a corresponding extension of time.

13. Cancellation; Rescheduling

13.1 Buyer may cancel undelivered standard goods or unperformed services only with Davis's written approval and upon payment of cancellation charges, nonrecoverable supplier commitments, engineering and fabrication costs, restocking charges, freight, committed labor and reasonable profit on work performed or irrevocably committed.

13.2 Custom-fabricated goods, cut or prepared conveyor belt, special-order items, made-to-order components and other non-stock material are noncancelable and nonreturnable once ordered, cut, fabricated or committed to a supplier, except with Davis's express written approval and subject to all costs imposed on Davis.

13.3 If scheduled field work is canceled or materially rescheduled after Davis has committed personnel, equipment, rentals, travel or supplier resources, Buyer is responsible for those nonrecoverable costs. Once a crew has dispatched, Buyer will also pay applicable travel, mobilization/demobilization, the four-hour per-person minimum, and any resulting standby or remobilization charges.

14. Shipping; Delivery; Title; Risk of Loss

14.1 Unless the Quote states otherwise, domestic shipments are F.O.B. Davis's or its supplier's shipping point, and risk of loss passes to Buyer when the goods are delivered to the carrier. If a specific Incoterm is stated in the Quote, Incoterms 2020 apply to that stated term. Freight and insurance may be prepaid and added to the invoice or billed directly, as stated in the Quote.

14.2 Buyer will promptly inspect shipments for visible damage, shortage or concealed freight damage and will preserve packaging and carrier records needed for a claim. Davis will reasonably assist with carrier claims but is not responsible for loss or damage occurring after risk has passed to Buyer.

14.3 If shipment or delivery is delayed at Buyer's request or because Buyer cannot receive the goods, Davis may invoice when goods are ready, place goods in storage at Buyer's risk, and charge reasonable storage, handling, insurance, freight and redelivery costs.

15. Substitutions; Product Changes

15.1 Davis may make commercially reasonable substitutions or specification changes necessitated by availability, discontinuation, manufacturer changes or technical considerations, provided the substitute is reasonably equivalent in intended function and does not materially reduce agreed performance. Material deviations will be communicated to Buyer when practicable.

16. Inspection; Acceptance; Claims

16.1 Buyer will inspect goods promptly after delivery and services promptly after completion. Visible shortages, shipping errors or readily observable nonconformities must be reported in writing within ten (10) days after delivery or completion, or the goods/services will be deemed accepted for those observable matters. Latent defects remain subject to the applicable written warranty.

16.2 Acceptance, use, operation or incorporation of goods into Buyer's system does not waive a valid written warranty claim, but Buyer may not reject conforming goods because of minor variations that do not materially impair intended use.

17. Returns; Restocking; Special-Order Material

17.1 No return is permitted without Davis's prior written return authorization. Approved returns of standard, unused, resalable stock items made within thirty (30) days are subject to a minimum thirty-five percent (35%) restocking charge, or the manufacturer's actual restocking/cancellation charge if greater, plus inspection, repackaging, freight and other nonrecoverable costs. Buyer is responsible for return freight unless Davis agrees otherwise.

17.2 Custom, fabricated, modified, cut-to-length, special-order, discontinued, electrical/electronic items opened from sealed packaging, and items damaged after delivery are nonreturnable unless Davis expressly agrees in writing.

18. Security Interest; Lien and Payment Rights

18.1 To secure payment, Buyer grants Davis a purchase-money security interest in goods sold by Davis to the extent permitted by law until paid in full and authorizes Davis to file commercially reasonable financing statements or other documents necessary to perfect that interest.

18.2 Nothing in these Terms constitutes an advance waiver of any mechanic's lien, construction lien, bond claim, stop-notice, payment remedy or other security right available to Davis under applicable law. Any later lien waiver or release executed by Davis will be construed according to its express terms and applicable law.

19. Warranty — General

19.1 Warranty coverage is available only while Buyer is in good standing and has paid all amounts due for the affected goods or services. Warranty periods are not extended by inspection, repair or replacement except to the extent required by law or expressly agreed by Davis.

19.2 Davis does not warrant production rates, throughput, continuous belt tracking, dust levels, wear life, energy consumption or overall system performance unless a specific performance obligation and operating assumptions are expressly stated in the Quote. Conveyor performance may be affected by loading, structure, belt condition, maintenance, material characteristics and equipment outside Davis's scope.

20. Davis-Manufactured Products Warranty

20.1 Davis warrants products or equipment manufactured by Davis to be free from defects in Davis workmanship and materials, when properly stored, installed, operated and maintained, for one (1) year from installation or eighteen (18) months from shipment, whichever occurs first.

20.2 If Davis confirms a covered defect after receiving timely written notice and a reasonable opportunity to inspect, Davis will, at its option, repair the covered item or provide a replacement. If Davis elects replacement, Davis will bear reasonable outbound freight for the replacement; Buyer is responsible for returning the allegedly defective item freight prepaid unless Davis waives return.

21. Davis Field Services Warranty

21.1 Davis warrants its field-service workmanship to conform to generally accepted industry practices for one (1) year from completion of the applicable service. For a confirmed covered defect, Davis will, at its option, reperform the defective portion of the work or make an equitable price adjustment based on the service actually provided.

21.2 No field-service warranty applies to vulcanization or splicing involving used conveyor belt or materially dissimilar belt sections where belt construction, number of plies, PIW rating, carcass, cover thickness, rubber grade, total thickness, age, contamination or condition prevents a reliable splice from being technically assured. Davis also does not warrant work adversely affected by operating temperature, humidity, dust, contamination or other conditions outside manufacturer or process requirements.

21.3 Warranty rework will be scheduled on substantially the same labor schedule/premium basis as the original work. If Buyer requires warranty work on a schedule that creates greater overtime or premium labor than the original work required, Buyer will pay the incremental premium unless the additional premium was caused solely by Davis.

22. Third-Party Products; Repaired Equipment

22.1 Products manufactured by others are covered only by the original manufacturer's transferable warranty, if any. Davis will reasonably assist Buyer with a manufacturer warranty claim but does not independently warrant the design, materials or manufacture of third-party products. Unless the manufacturer warranty or Davis Quote expressly provides otherwise, labor, travel, equipment and freight required to remove, return, repair or reinstall a third-party warranty item are chargeable to Buyer. Discontinued products are subject to manufacturer availability and warranty limitations.

22.2 For repaired equipment, Davis's warranty applies only to the specific parts repaired or replaced and the workmanship directly performed by Davis, for the period stated on the repair documentation or, if none is stated, the applicable field-service warranty above. Davis does not warrant the repaired machine or system as a whole.

23. Warranty Exclusions; Claim Procedure

23.1 Warranty does not cover normal wear; abrasion; corrosion; chemical attack; abuse; misuse; improper storage; improper operation or maintenance; overload; impact; fire; flooding; lightning; power irregularities; unauthorized alterations or repairs; customer-supplied parts; unsuitable components; contamination; material buildup; failure of adjacent equipment; acts of third parties; or use outside manufacturer or Davis recommendations.

23.2 Buyer must provide written notice describing the alleged defect promptly after discovery and within the applicable warranty period, preserve relevant evidence, and provide Davis a reasonable opportunity to inspect and correct the condition before another party performs corrective work, except where immediate action is reasonably necessary for safety or to prevent material property damage. Unauthorized corrective work may void coverage to the extent it prevents Davis from determining cause or remedy.

24. Limitation of Liability; Disclaimer of Damages

24.1 Technical advice, troubleshooting suggestions or assistance provided by Davis outside the expressly purchased scope is furnished as a courtesy based on information available at the time and does not expand Davis's scope, warranty or liability.

25. Buyer Indemnification

25.1 To the fullest extent permitted by law, Buyer will defend, indemnify and hold harmless Davis and its officers, directors and employees from third-party claims, damages, losses and reasonable attorneys' fees to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Buyer or persons employed, contracted, directed or controlled by Buyer; Buyer's unsafe site conditions; Buyer's inaccurate information; misuse of goods; or Buyer-supplied materials or equipment.

25.2 This Section does not require Buyer to indemnify Davis for liability to the extent caused by Davis's own negligence, recklessness or intentional wrongful misconduct, and will be interpreted and limited as necessary to comply with applicable law governing indemnification in construction or repair contracts.

26. Insurance; Property Risk

26.1 Buyer is responsible for maintaining insurance appropriate to its facility, operations, existing property, equipment and project risks. Unless specifically agreed otherwise, Davis does not insure Buyer's existing equipment, materials, product, buildings, structures or business-interruption exposure.

26.2 Any project-specific insurance, additional insured, waiver of subrogation, primary/noncontributory, builder's risk, railroad protective, pollution, professional liability or special endorsement requirement must be disclosed before quotation and is subject to Davis's written acceptance and any resulting cost adjustment.

27. Permits; Codes; Regulatory Requirements

27.1 Unless expressly included, Buyer is responsible for owner permits, operating permits, environmental permits, building permits, special inspections and approvals applicable to the facility or overall system. Davis will comply with laws and safety requirements applicable to the specific work within Davis's contracted scope.

27.2 Davis does not represent that goods or services will satisfy a particular code, owner standard, governmental standard, food-grade requirement, hazardous-location classification or other special specification unless that requirement is specifically disclosed and accepted in the Quote. Costs of undisclosed or later-imposed requirements are extra.

28. Intellectual Property; Drawings; Work Product

28.1 Davis retains ownership of its pre-existing and independently developed know-how, methods, templates, calculations, drawings, designs, photographs, pricing tools, fabrication details and other intellectual property. Upon full payment, Buyer may use project-specific deliverables furnished by Davis solely for operation, maintenance and use of the applicable project unless the Quote grants broader rights.

28.2 Buyer will not provide Davis proprietary third-party drawings or data unless Buyer has authority to do so. Buyer is responsible for claims arising from Davis's compliance with Buyer-furnished designs, specifications or intellectual property, to the extent permitted by law.

29. Jobsite Photographs; Documentation

29.1 Buyer authorizes Davis to take reasonable photographs and video of equipment and work areas for estimating, documentation, safety, training, quality control, warranty and internal business purposes, subject to site safety and security rules disclosed in advance.

29.2 Davis will not publicly identify Buyer or intentionally publish identifiable proprietary site information for advertising or public marketing without Buyer's permission, except that Davis may use de-identified or nonconfidential images that do not reasonably identify Buyer or reveal protected information.

30. Business Communications; Electronic Records

30.1 Buyer authorizes Davis to communicate with Buyer and Buyer's designated representatives using business contact information provided to Davis, including by telephone, email and text message, for quotations, orders, scheduling, dispatch, delivery, service, safety, account administration, warranty and other communications related to the parties' business relationship. Buyer may request that a nonessential communication channel no longer be used.

30.2 This business-communications authorization does not constitute consent to promotional or marketing text messages where separate consent is required by applicable law or messaging-provider rules. Marketing consent, if requested, will be handled separately and will not be a condition of purchase.

30.3 The parties agree that electronic records, electronic signatures, emailed approvals, text-message approvals and other electronic communications may satisfy writing and signature requirements to the extent permitted by applicable law. Electronic copies and counterparts may be treated as originals.

31. Confidentiality

31.1 Each party will use reasonable care to protect nonpublic technical, commercial and operational information clearly identified as confidential or that reasonably should be understood as confidential. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed, lawfully obtained from another source, or required to be disclosed by law.

31.2 Nothing in this Section restricts Davis from using general skills, experience, ideas and know-how retained in unaided memory, provided Davis does not disclose Buyer's protected confidential information.

32. Employee Non-Solicitation / no-Hire

32.1 During performance of the applicable work and for twelve (12) months thereafter, Buyer will not knowingly and directly solicit for employment or engagement a Davis employee who materially performed or managed work for Buyer, without Davis's written consent. This restriction does not prohibit general advertisements not targeted at Davis employees, hiring a person who independently responds to such an advertisement, or hiring a person whose employment with Davis ended before Buyer's solicitation.

32.2 The parties acknowledge that a breach may cause damages difficult to quantify. Davis may seek actual damages and any other remedy available at law or equity. This Section will be enforced only to the maximum extent permitted by applicable law.

33. Force Majeure

33.1 Davis is not liable for delay or failure to perform caused by events beyond its reasonable control, including severe weather, hurricanes, flood, fire, epidemic or pandemic impacts, acts of God, war, terrorism, civil unrest, governmental action, embargo, sanctions, tariffs, labor disputes, transportation interruption, carrier delay, utility failure, cyber incident, supplier failure, material shortage or inability to obtain labor, equipment or materials on commercially reasonable terms. Davis's performance time will be extended for the resulting delay, and Davis may equitably adjust price for resulting unavoidable costs.

34. Assignment; Subcontracting; no Third-Party Beneficiaries

34.1 Buyer may not assign the applicable contract without Davis's prior written consent, which will not be unreasonably withheld for a financially responsible successor. Davis may assign receivables and may subcontract portions of its work. These Terms benefit only Davis and Buyer and create no rights in third parties except as expressly stated.

34.2 Davis is an independent contractor. Davis controls the means and methods of its work, subject to applicable law and reasonable site rules. Nothing creates a partnership, joint venture, employment relationship or agency between the parties.

35. Nuclear and Special-Hazard Applications

35.1 Goods and services supplied by Davis are not intended for use in or with a nuclear facility or nuclear-safety-related application unless the applicable Quote expressly identifies that use and Davis has agreed in writing to special conditions governing the application. Buyer is responsible for preventing unauthorized nuclear use and for claims arising from use contrary to this restriction, to the extent permitted by law.

36. Export Controls; Sanctions; Anti-Corruption

36.1 Buyer will comply with applicable United States export-control, sanctions, anti-boycott and trade laws, including requirements administered by the U.S. Department of Commerce and U.S. Department of the Treasury. Buyer represents that it and, to its knowledge, the intended end user are not prohibited or restricted parties and will not divert Davis-supplied goods contrary to applicable law.

36.2 Buyer is responsible for identifying the ultimate destination, end use and required import/export documentation not expressly undertaken by Davis. For routed export transactions, Buyer and its freight forwarder are responsible for documentation and filings assigned to them by applicable law. When requested, Buyer will provide documents reasonably necessary for Davis's compliance records.

36.3 Each party will comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act. Buyer will not use Davis goods or services in connection with an unlawful payment, bribe or prohibited transaction.

37. Governing Law; Venue; Jury Waiver

37.1 These Terms and each transaction are governed by the laws of the State of Florida, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

37.2 Exclusive venue for any lawsuit or proceeding arising out of the parties' transaction will lie in the state courts located in Hillsborough County, Florida, or, if federal jurisdiction exists, the United States District Court having jurisdiction over Hillsborough County, Florida. Each party consents to personal jurisdiction and venue there.

38. Severability; Waiver; Survival

38.1 If any provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent or modified only as necessary to make it enforceable, and the remaining provisions will remain effective. A waiver is effective only for the specific instance and does not waive later enforcement.

38.2 Payment obligations, warranty limitations, disclaimers, limitations of liability, indemnification, confidentiality, intellectual-property protections, lien/security rights, dispute provisions and any provisions that by their nature should survive will survive completion, termination or cancellation.

39. Entire Agreement; Modification; Notices

39.1 The applicable Quote and these Terms constitute the entire agreement concerning the transaction and supersede prior or contemporaneous statements, proposals and understandings concerning the same subject matter. No amendment or waiver binds Davis unless in writing and signed by an authorized Davis representative, except that field changes and extra work may be approved as provided in Section 11.

39.2 Formal notices relating to default, indemnity claims or legal disputes must be delivered by personal delivery, nationally recognized overnight carrier, certified mail or email with confirmation of receipt to the addresses shown in the applicable Quote or to a later address provided in writing. Routine project communications may be made by ordinary email, text or other agreed electronic means.

COMPANY: BMG Conveyor Services of Florida, Inc. DBA Davis Industrial

Tampa: 5010 16th Ave. South, Tampa, FL 33619 | Miami: 8700 NW 99th Street, Medley, FL 33178 | 813.247.3620 | conveyors247.com