Terms & Conditions
Xentegrity, LLC
Effective Date: November 9, 2026
1. Applicability
1.1 These Terms and Conditions of Sale (these “Terms”), together with any Sales Documents accompanying or referencing these Terms, constitute the entire agreement (the “Agreement”) between Xentegrity, LLC (“Seller”) and the purchaser (“Buyer”) concerning the purchase and sale of equipment, products (“Products”), and related services (“Services”) identified in the Sales Documents.
“Sales Documents” include any printed or electronic documentation issued by Seller during the sales process, including but not limited to quotations, invoices, order acknowledgments, and order confirmations (“Order Confirmation”). If the parties have executed a separate written agreement governing specific Products or Services, that agreement shall take precedence to the extent of any inconsistency with these Terms.
1.2 These Terms shall take precedence over any terms or conditions submitted by Buyer, regardless of when such terms are provided. Seller’s acceptance, processing, or fulfillment of an order shall not constitute acceptance of Buyer’s terms or modification of these Terms.
1.3 The Agreement between Seller and Buyer becomes effective when Seller acknowledges, confirms, accepts, or begins fulfilling Buyer’s order. Buyer may not modify or cancel an accepted order without Seller’s express written authorization.
2. Limited Warranty
2.1 Seller warrants that Products shall be free from material defects in materials and workmanship for a period of one (1) year from the date of delivery, unless otherwise expressly specified in the applicable Sales Documents.
2.2 Warranty coverage applies exclusively to the original Buyer and is non-transferable.
2.3 In the event of a qualifying defect in materials or workmanship, Seller shall, at its sole discretion and as Buyer’s exclusive remedy under this limited warranty, repair or replace the defective Product or component.
2.4 Shipping expenses associated with the return or replacement of Products determined to be defective under this warranty shall be the responsibility of Seller, subject to Seller’s prior authorization and applicable warranty procedures.
2.5 Custom-designed, custom-manufactured, and specially configured Products are covered by the one-year limited warranty for defects in materials and workmanship unless otherwise expressly specified in the applicable Sales Documents. This warranty does not guarantee that equipment will achieve performance requirements or production results that were not expressly agreed upon in writing.
2.6 This warranty does not cover damage or failure resulting from accidents, improper installation, misuse, normal wear and tear, negligence, improper maintenance, unauthorized repairs or modifications, or circumstances beyond Seller’s reasonable control.
2.7 Products supplied by third-party manufacturers may be subject to additional manufacturer warranty terms. Any additional coverage or exclusions shall be specified in the applicable Sales Documents.
2.8 Buyer shall notify Seller in writing of any suspected warranty defect within the applicable warranty period and provide reasonable documentation supporting the claim. Seller reserves the right to inspect, evaluate, or request the return of the affected Product or component before approving warranty service.
3. Returns
3.1 Buyer may request authorization to return eligible standard Products within thirty (30) days following delivery. All returns require Seller’s prior written approval.
3.2 Only the original purchase price of an eligible Product may qualify for a refund or credit. Original shipping, handling, packaging, and related charges are non-refundable.
3.3 Returned Products must be in like-new condition. If restoration, cleaning, repair, or repackaging is required, the associated costs may be deducted from the refund or credit.
3.4 Custom-designed, custom-manufactured, specially ordered, or modified Products are not eligible for return, refund, or credit.
3.5 Buyer shall be responsible for all return shipping, freight, handling, and packaging expenses unless otherwise agreed upon in writing.
3.6 Approved refunds or credits will be processed within thirty (30) days following Seller’s receipt and inspection of the returned Product.
3.7 Approved returns shall be subject to the following restocking fees, deducted from the eligible refund or credit:
- Fifteen percent (15%) for eligible standard conveyors and rotary tables.
- Twenty-five percent (25%) for eligible packaging equipment, including but not limited to fillers, cappers, labelers, induction sealers, and similar machinery.
Restocking fees applicable to other eligible equipment categories, including processing equipment, shall be specified in the Sales Documents or return authorization.
4. Payment
4.1 Buyer shall make payments in accordance with the payment terms specified in Seller’s quotations, invoices, or other applicable Sales Documents.
4.2 All payments shall be made in the currency indicated on the applicable invoice.
4.3 When payment is made by wire transfer, ACH, or another electronic funds transfer method, Buyer shall be responsible for any applicable bank charges, transaction fees, or related expenses.
4.4 If Buyer fails to make payment by the specified due date, Seller reserves the right to exercise any remedies available under applicable law, including suspension of order processing, shipment, or other performance where legally permitted.
4.5 Buyer shall reimburse Seller for reasonable collection expenses, including attorneys’ fees, incurred in recovering overdue amounts, to the extent permitted by law.
4.6 Past-due balances shall accrue interest at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower.
5. Custom Orders, Deposits, and Lead Times
5.1 Custom and Special-Order Equipment
Products manufactured, modified, configured, or specially sourced according to Buyer’s requirements (“Custom Products”) are considered custom orders. These include, but are not limited to, mixing tanks, storage tanks, processing systems, sanitary equipment, and other equipment supplied to meet specific application requirements.
5.2 Deposits and Payment Requirements
Custom Products may require an initial deposit before order processing, procurement, engineering, or production begins. The required deposit amount and remaining payment schedule shall be specified in the applicable quotation, invoice, or Order Confirmation.
Unless otherwise agreed in writing, deposits for Custom Products are non-refundable once Seller has accepted the order and commenced procurement, engineering, manufacturing, or other order-related activities.
5.3 Order Cancellation
Once a Custom Product order has been accepted and production, procurement, or engineering activities have commenced, the order may not be canceled, modified, or returned without Seller’s prior written authorization.
Any approved cancellation may be subject to charges for materials, engineering, labor, manufacturing, supplier commitments, administrative expenses, and other costs incurred in connection with the order.
5.4 Lead Times and Delivery Estimates
Production schedules, manufacturing lead times, and estimated shipping or delivery dates provided by Seller are estimates only and are not guaranteed unless expressly agreed upon in writing.
Lead times may be affected by material availability, supplier schedules, engineering requirements, production capacity, transportation delays, customs clearance, or circumstances beyond Seller’s reasonable control.
Seller shall make commercially reasonable efforts to communicate material changes to estimated delivery schedules.
5.5 Delays Beyond Seller’s Control
Seller shall not be liable for delays or failure to perform resulting from circumstances beyond its reasonable control, including but not limited to supplier disruptions, material shortages, transportation interruptions, labor disputes, natural disasters, governmental restrictions, or other unforeseen events.
5.6 Buyer Approval of Specifications
Buyer is responsible for reviewing and approving all applicable equipment specifications, dimensions, capacities, materials of construction, electrical requirements, and other technical details identified in the Sales Documents before order confirmation.
Any changes requested after order acceptance may result in additional charges and revised lead times.
5.7 Final Payment and Shipment
Unless otherwise specified in the Sales Documents, any outstanding balance shall become due in accordance with the agreed payment schedule.
Seller reserves the right to withhold shipment of Products until all payments required before shipment have been received.
5.8 Storage and Unclaimed Equipment
If completed equipment cannot be shipped because of Buyer’s failure to provide required information, make payment, or arrange delivery, Seller may provide written notice that the equipment is ready for shipment.
Reasonable storage, handling, and related expenses incurred after the agreed shipment date may be charged to Buyer, subject to applicable law and any additional terms specified in the Sales Documents.
6. Limitation of Liability
6.1 To the maximum extent permitted by applicable law, Seller shall not be liable for indirect, incidental, special, consequential, or punitive damages arising from or relating to the purchase, installation, operation, performance, or use of its Products or Services. Such damages include, without limitation, lost profits, lost production, manufacturing delays, business interruption, overhead expenses, reputational damage, or loss of customers.
6.2 To the maximum extent permitted by applicable law, Seller’s total aggregate liability arising out of or relating to the Agreement, regardless of the legal theory asserted, shall not exceed the purchase price paid for the Product or Products giving rise to the claim.
6.3 Nothing in these Terms shall exclude or limit any liability that cannot lawfully be excluded or limited under applicable law.
7. Product Use, Installation, and Limitations
7.1 Seller’s Products are intended solely for the applications and operating conditions described in the applicable product specifications, documentation, and Sales Documents. Buyer is responsible for ensuring that equipment is installed, operated, maintained, and used appropriately.
7.2 Buyer represents and warrants that Products will not be used, resold, transferred, exported, or otherwise handled in violation of applicable federal, state, local, or international laws and regulations, including United States import and export control requirements.
7.3 To the extent permitted by applicable law, Buyer agrees to indemnify and hold Seller harmless against third-party claims, damages, losses, or expenses arising from Buyer’s misuse, unlawful use, improper installation, unauthorized modifications, or operation of Products outside their intended specifications, except to the extent caused by Seller’s own wrongful conduct.
7.4 Buyer is responsible for verifying that purchased equipment is suitable for its intended application, facility conditions, production requirements, and applicable safety or regulatory standards.
7.5 Installation and Commissioning
Unless expressly specified in writing in the applicable Sales Documents, installation, commissioning, on-site training, electrical connections, plumbing connections, facility modifications, and equipment integration services are not included in the purchase price.
Buyer shall be responsible for arranging qualified personnel to perform installation, setup, and commissioning in accordance with applicable safety requirements, manufacturer specifications, and local regulations.
7.6 Seller shall not be responsible for damage, malfunction, or performance issues resulting from improper installation, unauthorized modifications, or integration with incompatible equipment or facility systems, except to the extent caused by Seller’s own wrongful conduct.
8. Intellectual Property
8.1 Seller and its applicable suppliers or manufacturers retain their respective intellectual property rights, including copyrights, trademarks, patents, proprietary designs, technical documentation, and other protected materials associated with Products and their components.
8.2 Buyer shall not reproduce, modify, distribute, reverse-engineer, or otherwise use intellectual property belonging to Seller or its suppliers without the applicable rights holder’s prior written authorization, except as permitted by law.
9. Governing Law and Dispute Resolution
9.1 This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to conflict-of-laws principles.
9.2 The parties agree to attempt to resolve disputes arising from or relating to this Agreement through good-faith negotiations. If a resolution cannot be reached, legal proceedings shall be brought exclusively in the state or federal courts having jurisdiction in Miami-Dade County, Florida, subject to applicable law.
9.3 To the extent permitted by applicable law, the prevailing party in a legal dispute arising under this Agreement shall be entitled to recover reasonable attorneys’ fees and associated legal costs.
10. Severability and Acceptance
10.1 If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
10.2 By placing an order for Seller’s Products or Services, Buyer acknowledges and agrees to be bound by these Terms, provided these Terms have been made available to Buyer before or at the time of contracting. Electronic acceptance or other legally recognized manifestations of assent may constitute acceptance of these Terms.
