Terms of Use

Rev Date: 1/21/25

Supreme Corporation: General Terms and Conditions

Remittance of Payment:

Payment must be remitted to:

Supreme Corporation
325 Spencer Road NE
Conover, NC 28613

Late payments are subject to a 3% late fee of the overdue amount per month (or the maximum rate allowed by law, whichever is higher). The late fee will accrue monthly, beginning on the first day after the due date and continuing until the overdue amount is paid in full. In addition to the late fee, Supreme Corporation reserves the right to suspend or terminate services or shipments if payment remains overdue, without limiting any other remedies available herein or by law.

For ACH/Wire payments, please send remittance information to customerservice1@supremecorporation.com.

Return and Defect Policies

  • Returns are accepted within 30 days of the ship date, subject to a 15% restocking fee. All items must be returned in their original condition and accompany return authorization.
  • Defective or incorrect orders must be reported within 30 days of the invoice date. Unauthorized returns will not be processed.
  • For return authorizations, contact customer service at 1-828-322-6975.
  • When returning items, include a declared value based on the invoice. Supreme Corporation is not responsible for lost or damaged items during transit; claims must be processed through the carrier.

Terms of Sale

  1. Pricing: Prices are subject to change before order confirmation. Taxes, shipping, and other charges will be added as applicable.
  2. Order Confirmation: All sales are governed by these Terms and Conditions and confirmed orders. Any conflicting terms from the buyer are not binding.
  3. Delivery: All deliveries are Ex Works (Incoterms 2020) Supreme’s facility. Delivery schedules are estimates, and Supreme is not responsible for carrier delays or damages.
  4. Ownership: Ownership of the goods remains with Supreme until full payment is received. Customer agrees not to sell, transfer, or otherwise dispose of the goods before payment has been made in full.

Warranty and Liability

  1. Product Warranty:
    • Supreme warrants that all goods conform to published specifications at the time of delivery.
    • Warranty claims must be submitted in writing within 30 days of delivery.
    • Supreme disclaims all other warranties, including implied warranties of merchantability or fitness for a particular purpose.
  2. Customer Responsibility:
    • Misuse, unauthorized modifications, or failure to follow instructions voids the warranty.
    • The buyer is responsible for selecting appropriate goods for their intended use.
  3. Limitations of Liability:
    • Supreme’s liability is limited to the purchase price of the goods.
    • Supreme is not liable for indirect, incidental, or consequential damages, including lost profits.

Specially Manufactured Goods

  1. Custom Orders:
    • Custom orders are non-returnable unless determined to be defective by Supreme.
    • Supreme retains ownership of all intellectual property rights including but not limited to designs, even if based on customer specifications, subject to any signed NDA by parties.
  2. Indemnification:
    • The buyer indemnifies Supreme against direct or third party claims related to any design or use of custom products, including intellectual property disputes.
  3. Prohibition of Copying:
    • Any attempt to copy, replicate, or reverse-engineer Supreme Corporation’s products without prior written consent is strictly prohibited. Violations will result in legal action, including the recovery of treble damages and associated costs.

Third-Party Products/Distributor Sales

  1. “Third‑Party Products” means goods manufactured by a third party and resold or distributed by Supreme, whether stocked, drop‑shipped, or made to order. “Supplier” means the original manufacturer or upstream vendor of any Third‑Party Product.
  2. For Third‑Party Products, Supreme provides no independent warranty and passes through to Customer any express warranties made available by the Supplier to the extent permitted. Copies of applicable Supplier warranties will be provided upon request or published with the Product. ALL OTHER WARRANTIES ARE DISCLAIMED, including implied warranties of merchantability and fitness for a particular purpose, to the maximum extent allowed by law.
    This disclaimer is conspicuous and applies only to Third‑Party Products.
  3. Warranty service, repairs, and RMAs for Third‑Party Products are handled by the Supplier under its procedures. Supreme will reasonably assist with RMA coordination, but Customer must comply with Supplier return instructions and eligibility criteria (e.g., serial verification, proof of purchase, non‑abuse inspection). Supreme is not responsible for Supplier’s denial of warranty service or delays.
  4. Customer’s exclusive remedy for any defect in Third‑Party Products is repair, replacement, or refund as provided by the Supplier’s warranty. If Supplier declines warranty service, Supreme’s maximum liability is limited to refund of the net purchase price paid for the affected Product upon return, less use, damage, or depreciation. No incidental, indirect, or consequential damages (including lost profits) are recoverable against Supreme for Third‑Party Products.
  5. For Third‑Party Products, Supreme does not provide its own intellectual‑property indemnity. To the extent available, Supreme will assign or pass through any Supplier’s IP indemnity to Customer. Customer acknowledges UCC § 2‑312 may supply certain default protections, but Supreme’s obligations are limited to pass‑through/assignment.
  6. If a Supplier or regulator initiates a recall, correction, or safety notice affecting Third‑Party Products, Customer agrees to cooperate in removal, return, or remediation actions, and to provide traceability information (ship‑to, end‑user, lot/serial). Supreme’s obligations are to: (i) relay recall notices received; (ii) coordinate with Supplier on remedy; and (iii) document actions. Costs and credits will follow the Supplier’s recall program unless otherwise required by law.
  7. Customer and Supreme will comply with U.S. export/sanctions laws (including EAR, ITAR, and OFAC programs). Customer shall not export, re‑export, or disclose technical data of Third‑Party Products to foreign persons without required authorization and will provide end‑use, end‑user, and destination information upon request. These obligations flow down to all resales by Customer.
  8. Unless otherwise stated on the Order, Third‑Party Products ship EXW/FOB Origin Supplier or Supreme facility; risk of loss transfers at tender to the carrier.
  9. Unopened/unused Third‑Party Products may be returned within 30 days with prior RMA, subject to restocking fees and Supplier acceptance. Custom, sterile, dated, safety‑critical, or special‑order Products are non‑returnable, except under Supplier defect/recall programs.
  10. Customer is responsible for proper selection, handling, and use of Third‑Party Products and shall not modify them without Supplier’s written approval. Misuse or modification voids all warranties.
  11. Customer acknowledges Supreme is a distributor and may rely on Supplier warranties and insurance. Customer agrees that Supreme’s aggregate liability relating to Third‑Party Products will not exceed the amounts paid for such Products. Customer will maintain commercial general liability and, where applicable, product liability insurance appropriate to its operations.

General Terms

  1. Notices: Notices must be in writing and sent via certified mail, courier, or email to the respective party’s address.
  2. Assignment: The buyer may not assign rights under these terms without Supreme’s written consent.
  3. Jurisdiction: These terms are governed by the laws of the State of North Carolina, and disputes must be resolved in its courts.
  4. Force Majeure: Supreme is not liable for delays or failures caused by events beyond its control, including natural disasters, government actions, or supply chain disruptions.
  5. Entire Agreement: These terms represent the entire agreement between the parties and supersede any prior agreements or understandings.

Supreme Corporation: Standard Purchase Order Terms

1) Offer; Acceptance; Entire Agreement; Battle of Forms. Each PO is Buyer’s offer and is expressly conditioned on Supplier’s assent to these Terms only. All additional or different Supplier terms in any document (quotes, acknowledgments, invoices, click-wrap/shrink-wrap, portals, labels) are rejected, void, and of no effect unless a separate writing signed by an authorized Supreme signatory expressly states such term overrides this Section. Buyer’s receipt, use, testing, or payment is not acceptance and waives nothing. Order of precedence: (1) PO face; (2) a separately executed agreement/SOW signed by Supreme that expressly states it prevails; (3) these Terms; (4) Buyer specs/drawings/quality; (5) Supplier proposal only to the extent expressly incorporated without conflict. Any later Supplier limitation-of-liability language is rejected and void. Notwithstanding UCC 2-207 or the sequence/timing of any documents, unless the parties have negotiated and agreed to specific terms in a separate written agreement signed by Supreme that expressly states such terms prevail (the ‘Negotiated Terms’), Supreme does not agree to any Supplier standard terms and conditions or any terms printed or referenced in quotations, order acknowledgments, invoices, portals, labels, or other communications; all such terms are objected to and rejected. Operational directions or instructions from Supreme (including shipping, labeling, scheduling, routing, EDI/portal, or technical instructions) are provided solely to facilitate performance and do not constitute an agreement to any Supplier terms, a modification, or a waiver of these Terms. Supplier’s commencement or continued performance, shipment, or delivery after receipt of the PO constitutes acceptance of these Terms as the parties’ exclusive operating principles and guidelines for the PO, except to the limited extent of any Negotiated Terms expressly identified and signed by Supreme.

2) Price; Taxes; Invoicing; Payment. PO prices are firm and include all charges. Buyer is tax-exempt; Supplier acknowledges Buyer’s exemption certificate on file and shall not charge transactional taxes. Invoices issue after shipment and Buyer’s acceptance (goods) or after specified service milestones and must reference the PO. Payment terms (and any early-pay discounts) are those pre-agreed and shown on the PO face. Buyer may withhold disputed amounts; no surcharges or increases without Buyer’s written consent.

3) Delivery; Title; Risk; Packaging. Domestic: FOB Destination (UCC). International: DDP Buyer’s site (Incoterms 2020). Title and risk pass only upon delivery to Buyer’s site and Buyer’s written acceptance. Time is of the essence. Pack to prevent damage and follow Buyer instructions; no hazardous materials without prior written consent and full compliance documentation.

4) Inspection; Acceptance; Remedies. Buyer may inspect at any time, including at Supplier’s site. For obvious defects, Buyer may reject within 30 days after delivery; for latent defects, Buyer may reject upon discovery. Buyer may require prompt repair/replacement, cover (Supplier pays price differentials, expedite, logistics, rework), recover production/line-down damages, or cancel affected items without liability as to canceled portions.

5) Changes. Buyer may change scope/specs/packing/testing/schedule/ship-to by written notice. Buyer may modify or cancel any undelivered line item at any time prior to shipment without penalty. Supplier must submit any equitable adjustment request within 5 business days; no adjustment is binding absent Buyer’s written approval. No substitutions or process changes without Buyer’s written consent.

6) Warranties. COTS: full manufacturer pass-through warranty; Supplier supports claims. Non-COTS/custom/services: for the longer of 24 months from Buyer’s written acceptance or any longer period Supplier offers any customer, Deliverables are new; free of defects; conform to PO/specs/samples; fit for Buyer’s purposes; free of liens/counterfeit parts; and non-infringing. Services are professional and workmanlike. Remedies (at Buyer’s option): repair, replace, or refund including removal/reinstall, diagnostics, labor, travel, and freight; response within 2 business days; warranty resets on repaired/replaced items; spares available for 5 years. Warranties are cumulative and non-exclusive.

7) Compliance; Federal Flow-Downs; Trade; EHS. Supplier complies with all laws (safety, labor/human rights, anti-corruption, sanctions/export/import including ITAR/EAR/OFAC, environmental, data protection). Buyer-identified federal flow-downs (including FAR/DFARS/ITAR) automatically apply. Supplier-proposed flow-downs apply only if specifically identified and separately agreed by Supreme; otherwise rejected. Supplier provides classifications (HS, ECCN/USML), origin, and is not restricted/denied. Environmental, health & safety: Supplier manages hazardous substances; complies with REACH/RoHS/Prop 65 and conflict minerals; provides SDS/declarations; promptly remediates and bears all related liabilities and costs without cap, surviving to the maximum extent permitted by law.

8) Intellectual Property; Work Product; Tooling. All Buyer-furnished or Buyer-funded items (drawings, data, tooling, materials) are Buyer property, used only for the PO, safeguarded, and returned on demand. All work product, inventions, software/firmware, documentation, and data first conceived, developed, or delivered under the PO are work made for hire; otherwise, Supplier assigns all IP rights worldwide to Buyer. No license is granted to any Supplier or third-party IP. Supplier shall not include pre-existing/third-party/OSS IP absent Buyer’s prior written approval; if approved, Supplier grants Buyer a perpetual, irrevocable, worldwide, royalty-free license sufficient for unrestricted use, repair, maintenance, modification, and distribution, and will provide an SBOM on request.

9) Confidentiality. Buyer’s non-public information is confidential, used solely to perform, protected with at least reasonable care; no publicity or logo/name use without consent. If a signed NDA exists, it controls in case of conflict.

10) Indemnification. Supplier shall defend (with counsel acceptable to Buyer), indemnify, and hold harmless Buyer, its affiliates, and their officers, directors, employees, and agents from all claims, losses, damages, fines, penalties, liabilities, and costs (including attorneys’ and experts’ fees) arising from injury/death/property damage, product defect, breach of warranty/contract, legal non-compliance, environmental/hazardous substances, data/cyber incidents, liens, and actual or alleged IP infringement. Primary, uncapped, independent of insurance; no settlement without Buyer consent.

11) Liability. Supplier may not limit or exclude its liability to Buyer (including indirect, incidental, consequential, special, punitive, lost profits, recall/field actions, cover, production delay/line-down, and data/cyber losses). Any Supplier limitation is rejected and void. Buyer shall not be liable for indirect, incidental, special, or punitive damages.

12) Insurance. Supplier maintains: CGL (incl. Products/Completed Ops) $2,000,000 per occurrence / $5,000,000 aggregate; Auto $2,000,000 CSL; Workers’ Comp statutory & Employer’s Liability $1,000,000; plus Professional/E&O and Cyber as applicable. Umbrella/Excess follows form so total limits are at least $2,000,000 per occurrence and $5,000,000 aggregate; Buyer may tap umbrella/excess if primary is insufficient. Buyer is Additional Insured (CGL/Auto); coverage is primary/non-contributory with waiver of subrogation. COIs provided on request.

13) Termination. For convenience: Buyer may terminate all/part; pays reasonable, documented, non-cancelable pre-notice costs (not exceeding PO price), less mitigation; no lost profits. For cause: material breach not cured within 30 days after notice; immediate termination for insolvency, debarment, legal non-compliance, security risk, or change of control. Supplier returns Buyer property and refunds unearned amounts.

14) Records; Audit; Quality. Supplier retains production, compliance, and lot/batch traceability records 7 years (or longer if required). On-site inspections/audits permitted with reasonable notice (or immediately for quality/safety). Supplier maintains ISO 9001 or higher/equivalent and completes 8D corrective actions within 5 business days.

15) Data Security. If Supplier accesses Buyer data/systems, Supplier uses controls aligned with NIST CSF/ISO 27001, least-privilege, MFA, logging/monitoring, vulnerability management, encryption in transit and at rest, and secure SDLC. Security incidents reported to Buyer within 24 hours; Supplier bears all investigation, remediation, notification, regulatory, and related costs and damages attributable to Supplier.

16) Subcontracting; Assignment. No subcontracting or assignment without Buyer’s prior written consent; Supplier remains fully liable for approved sub-tiers.

17) Export/Import. No delivery of restricted items (e.g., ITAR) unless expressly identified and accepted in writing by Buyer; Supplier provides all required classifications and authorizations and complies with sanctions and customs requirements.

18) Liens; Title. Deliverables are free of liens; lien waivers provided on request.

19) Force Majeure. No liability for delays due to events beyond reasonable control (excluding labor disputes, material shortages, or financial inability). The affected party mitigates and notifies promptly. Buyer may cancel affected quantities if delay exceeds 30 days or materially impacts operations.

20) Setoff; Publicity. Buyer may set off any amounts due to Buyer (or its affiliates). No publicity or use of Buyer’s name/logo without prior written consent.

21) Notices. Electronic notice is sufficient and effective when sent to the most recent Supplier email to which the PO was sent (absent bounce). Notices to Buyer: ap@supremecorporation.com and mkolmes@supremecorporation.com.

22) Law; Venue; No Arbitration. North Carolina law governs; CISG excluded. Exclusive venue/jurisdiction: courts in Catawba County, North Carolina. No arbitration. Injunctive/equitable relief available.

23) Returns; Recalls. Supplier supports and funds all field actions/corrections/recalls related to Deliverables, including investigation, notifications, replacements/repairs, logistics, on-site support, and regulatory reporting.

24) Survival; Severability; Waiver; Independent Contractor; E-Sign. Provisions that by nature survive (including confidentiality, IP, warranties, indemnities, liability, audit/records, data security, governing law/venue) survive. Invalid terms are severed; the rest remain effective. No waiver by inaction. Supplier is an independent contractor. Electronic signatures and deliveries are valid.

For any questions or additional information, please contact Supreme Corporation at 1-828-322-6975.