Terms & Conditions
MILLBOARD INC – TERMS AND CONDITIONS OF SALE
- Acceptance of Terms. The purpose of these Terms and Conditions of Sale (the “Terms”) is to govern the sale
of products (the “Goods”) manufactured by Millboard (the “Millboard”) from an authorized Distributor
(“Distributor”), to purchaser named on the quotation (“Buyer”). The accompanying quotation (the
“Quotation” and these Terms (collectively, this “Agreement”) comprise the entire agreement between the
parties, and supersede all prior or contemporaneous understandings, agreements, negotiations,
representations and warranties, and communications, both written and oral. These Terms prevail over any
of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its
purchase order or such terms. Fulfilment of Buyer’s order does not constitute acceptance of any of Buyer’s
terms and conditions and does not serve to modify or amend these Terms. - Quotations and Order Acceptance. Quotations shall expire and shall be void thirty (30) days from date of
the Quotation, unless otherwise specified in the Quotation. The Quotation may be modified or withdrawn
by Millboard at any time before Millboard’s receipt of Buyer’s conforming Order (defined below); provided,
however, Millboard reserves the right upon written notice to Buyer to correct any typographical or clerical
errors made in an Quotation before or after receipt of Buyer’s conforming acceptance (whereby, if exercised
by Millboard, Millboard shall provide Buyer an opportunity to accept or reject Millboard ‘s corrected offer).
Millboard may choose not to accept Orders at its sole discretion. - Delivery.
(a) Goods will be delivered within a reasonable time after the receipt and acceptance of
Buyer’s Order. Millboard shall not be liable for any delays, loss, or damage in transit. Any dates quoted for
delivery are approximate only, and the time of delivery is not of the essence.
(b) Unless otherwise agreed in writing by the parties, Millboard shall deliver the Goods to
Millboard’s location (the “Delivery Point”) using Millboard’s standard methods for packaging and shipping
such Goods. Title and risk of loss pass to you upon our transfer of the products to the carrier/ delivery.
Shipping and delivery dates are estimates only and cannot be guaranteed. Buyer shall be responsible for all
loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery
Point.
(c) Millboard may, in its sole discretion, without liability or penalty, make partial shipments
of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped
whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
(d) If for any reason Buyer fails to accept delivery of any of the Goods or if Millboard is unable
to deliver the Goods on such date because Buyer has not provided appropriate instructions, documents,
licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to
have been delivered; and (iii) Millboard, at its option, may store the Goods until Buyer picks them up,
whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage,
and insurance). - Non-Delivery.
(a) The quantity of any installment of Goods as recorded by Millboard on dispatch from
Millboard’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless
Buyer can provide conclusive evidence proving the contrary.
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(b) Millboard shall not be liable for any non-delivery of Goods (even if caused by Millboard’s
negligence) unless Buyer gives written notice to Millboard of the non-delivery within ten (10) business days
of the date when the Goods would in the ordinary course of events have been received.
(c) Any liability of Millboard for non-delivery of the Goods shall be limited to replacing the
Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity
delivered. - Reservation of Title and Security Interest. Title in the Goods shall transfer to Buyer upon the later of a)
Millboard’s receipt of all amounts, including interest and costs, Buyer owes to Millboard under or in
connection with the Agreement; and (b) delivery of the Goods to the Delivery Point. Before payment has
been made in full, the Buyer shall not have the right to fully or partially pledge the Goods to third parties.
Buyer shall further not have the right to transfer ownership of the Goods, other than in accordance with its
normal activities or the normal use of the Goods. As collateral security for the payment of the purchase
price of the Goods, Buyer hereby grants to Millboard a lien on and security interest in and to all of the right,
title, and interest of Buyer in, to, and under the Goods, 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 Delaware
Uniform Commercial Code. - Inspection and Rejection of Nonconforming Goods.
(a) Buyer shall inspect the Goods within 2 days of receipt (“Inspection Period”). Buyer will be
deemed to have accepted the Goods unless it notifies Millboard in writing of any Nonconforming Goods
during the Inspection Period and furnishes such written evidence or other documentation as [reasonably]
required by Millboard. “Nonconforming Goods” means only the following: (i) product shipped is different
than identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its
contents.
(b) If Buyer timely notifies Millboard of any Nonconforming Goods, Millboard shall, in its sole
discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price
for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by
Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods
to the facility the Goods came from or as otherwise specified by Millboard in writing. If Millboard exercises
its option to replace Nonconforming Goods, Millboard shall, after receiving Buyer’s shipment of
Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery
Point.
(c) Buyer acknowledges and agrees that the remedies set forth in Section 6(b) are Buyer’s
exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 6(b), all
sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased
under this Agreement to Millboard. - Price.
(a) Buyer shall purchase the Goods from Millboard at the prices (the “Prices”) set forth in
Millboard’s published price list in force as of the date that Millboard accepts Buyer’s purchase order. The
agreed-upon price for Goods shall be described in a purchase order delivered by Buyer to Millboard in
response to a Quotation (“Order”). If the Prices should be increased by Millboard before delivery of the
Goods to a carrier for shipment to Buyer, then these Terms shall be construed as if the increased prices
were originally inserted herein, and Buyer shall be billed by Millboard on the basis of such increased prices.
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(b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes,
duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer.
Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be
responsible for any taxes imposed on, or with respect to, Millboard’s income, revenues, gross receipts,
personnel, or real or personal property or other assets. - Payment Terms.
(a) Unless otherwise provided in an Order accepted by Millboard or other written agreement,
the purchase price must be paid in full, by wire transfer or other cash-equivalent funds or by waiting until
a check has cleared, before Goods will be shipped to Buyer. All payments are to be made in US Dollars
unless otherwise agreed.
The price charged for a product will be the price in effect at the time the purchase order is accepted by us
and will be set out in your purchase order confirmation email. Prices do not include taxes or charges for
shipping and handling. All such taxes and charges will be added to your total, and will be itemized in your
purchase order confirmation email. We strive to display accurate price information, however we may, on
occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and
availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel
any purchase orders arising from such occurrences. Terms of payment are within our sole discretion and,
unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an
purchase order. You represent and warrant that (i) the credit card information you supply to us is true,
correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges
incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you
at the indicated price in the purchase order, including shipping and handling charges and all applicable
taxes, if any.
(b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month
or the highest rate permissible under applicable law, calculated daily based on a 30-day month and
compounded monthly. Buyer shall reimburse Millboard for all costs incurred in collecting any late
payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under
these Terms or at law (which Millboard does not waive by the exercise of any rights hereunder), Millboard
shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder
and such failure continues for fourteen (14) days following written notice thereof.
(c) Buyer shall not withhold payment of any amounts due and payable by reason of any setoff of any claim or dispute with Millboard, whether relating to Millboard’s breach, bankruptcy, or otherwise. - Limited Warranty.
(a) Millboard warrants that on delivery the Goods shall conform in all material respects with
their description; and be free from material defects in design, material and workmanship.
(b) Subject to clause 9(c), if:
(i) the Customer gives notice in writing to Millboard within a reasonable time of
discovery that some or all of the Goods do not comply with the warranty set out in Section 9(a);
(ii) Millboard is given a reasonable opportunity of examining such Goods; and
(iii) the Customer (if asked to do so by Millboard) returns such Goods to Millboard’s
place of business at the Customer’s cost, Millboard shall, at its option, repair or replace the
defective Goods, or refund the price of the defective Goods in full.
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(c) Millboard shall not be liable for the Goods’ failure to comply with the warranty set out in
Section 9 (a) in any of the following events:
(i) the Customer makes any further use of such Goods after giving notice in
accordance with clause 9(b);
(ii) the defect arises because the Customer failed to follow Millboard’s oral or
written instructions as to the transportation, storage, commissioning, installation, use and
maintenance of the Goods or (if there are none) good trade practice regarding the same;
(iii) the defect arises as a result of Millboard following any drawing, design or
specification supplied by the Customer;
(iv) the Customer alters or repairs such Goods without the written consent of
Millboard;
(v) the defect arises as a result of fair wear and tear, willful damage, negligence, or
abnormal ; or
(vi) the Goods differ from their description as a result of changes made to ensure
they comply with applicable statutory or regulatory requirements.
(d) Millboard warrants that all products supplied to the Buyer under this Agreement shall be
covered by the manufacturer’s standard product warranty in effect at the time of delivery. The terms and
conditions of such product warranty shall apply directly between the Millboard and the end user/customer
of the products. The Buyer shall make no other warranties, express or implied, on behalf of the
Manufacturer.
(e) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 9(A), MILLBOARD MAKES NO
WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF
MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF
TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD
PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE,
USAGE OF TRADE OR OTHERWISE.
(f) Millboard shall not be liable for a breach of the warranty set forth in Section 9(a) unless:
(i) Buyer gives written notice of the defect, reasonably described, to Millboard within ten (10) days of the
time when Buyer discovers or ought to have discovered the defect; (ii) Millboard is given a reasonable
opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Millboard)
returns such Goods to Millboard’s place of business at Millboard ‘s cost for the examination to take place
there; and (iii) Millboard reasonably verifies Buyer’s claim that the Goods are defective.
(g) Millboard shall not be liable for a breach of the warranty set forth in Section 9(a) if: (i)
Buyer makes any further use of such Goods after giving notice; (ii) the defect arises because Buyer failed to
follow Millboard’s oral or written instructions as to the storage, installation, commissioning, use or
maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of
Millboard.
(h) Subject to Section 9(d) and Section 9(e) above, with respect to any such Goods during the
Warranty Period, Millboard shall, in its sole discretion, either: (i) repair or replace such Goods (or the
defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if
Millboard so requests, Buyer shall, at Millboard’s expense, return such Goods to Millboard.
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(i) THE REMEDIES SET FORTH IN SECTION 9(F) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE
REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN
SECTION 9(A). - Returns and Refunds. Except for any products designated as final sale or non-returnable, Millboard
will accept a return of the products for a refund of the purchase price, less the original shipping and handling costs,
provided such return is made within 14 days of delivery with valid proof of purchase and provided such products are
returned in their original condition. To return products, email our Returns Department at inquiries@millboard.com
to obtain authorization before shipping your product. No returns of any type will be accepted without prior Millboard
authorization. All returns are subject to a 20% restocking fee. Refunds are processed within approximately 30
business days of our receipt of your merchandise. Buyer’s refund will be credited back to the same payment method
used to make the original purchase. MILLBOARD OFFERS NO REFUNDS ON ANY GOODS DESIGNATED AS NONRETURNABLE. - Limitation of Liability.
(a) IN NO EVENT SHALL MILLBOARD BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY
LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY
CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER
ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS
OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR
OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL MILLBOARD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED
TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR
THE GOODS SOLD HEREUNDER.
(c) The limitation of liability set forth in Section 11(b) above shall not apply to (i) liability
resulting from Millboard’s gross negligence or willful misconduct; or (ii) death or bodily injury resulting from
Millboard’s acts or omissions. - Compliance with Law. Buyer shall comply with all applicable laws, regulations, and ordinances relevant to
this Agreement. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and
permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all customs,
export and import laws, regulations, and rules of all jurisdictions involved in the sale of the Goods under
this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods
requiring any government import clearance. Millboard may terminate this Agreement if any governmental
authority imposes antidumping or countervailing duties or any other penalties on Goods. - Termination. In addition to any remedies that may be provided under these Terms, Millboard may terminate
this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount
when due under this Agreement and such failure continues for 14 days after Buyer’s receipt of written notice
of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part;
or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it
proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. - Waiver. No waiver by Millboard of any of the provisions of this Agreement is effective unless explicitly set
forth in writing and signed by Millboard. No failure to exercise, or delay in exercising, any right, remedy,
power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single
or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further
exercise thereof or the exercise of any other right, remedy, power, or privilege.
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6 - Confidential Information. All non-public, confidential or proprietary information of Millboard, including but
not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business
operations, customer lists, pricing, discounts, or rebates, disclosed by Millboard to Buyer, whether disclosed
orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked,
designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely
for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance
by Millboard in writing. Upon Millboard’s request, Buyer shall promptly return all documents and other
materials received from Millboard. Millboard shall be entitled to injunctive relief for any violation of this
Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at
the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party. - Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted
under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this
Agreement (except for any obligations of Buyer to make payments to Millboard hereunder), when and to
the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted
Party”) reasonable control, including, without limitation, the following force majeure events (“Force
Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, or explosion; (c) war,
invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d)
government order, law, or actions; (e) embargoes or blockades in t; (f) national or regional emergency; (g)
strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or
transportation facilities; and (i) other events beyond the reasonable control of the Impacted Party. The
Impacted Party shall give notice within 5 days of the Force Majeure Event to the other party, stating the
period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end
the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party
shall resume the performance of its obligations as soon as reasonably practicable after the removal of the
cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 days
following written notice given by it under this Section 16, either party may thereafter terminate this
Agreement upon 30 days’ written notice. - Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement
without the prior written consent of Millboard, which consent may be withheld in Millboard’s sole
discretion. Any purported assignment or delegation in violation of this Section is null and void. No
assignment or delegation relieves Buyer of any of its obligations under this Agreement. - Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing
contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other
form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall
have authority to contract for or bind the other party in any manner whatsoever. - No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective
successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon
any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under
or by reason of these Terms. - Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in
accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of
law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than those of the State of Delaware. The parties expressly
agree that the United Nations Convention on Contracts for the International Sale of Goods shall apply. - Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be
instituted in the federal courts of the United States of America or the courts of the State of Minnesota in
each case located in the City of Minneapolis and County of Hennepin, and each party irrevocably submits
to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
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7 - Dispute Resolution and Binding Arbitration. BUYER AND MILLBOARD ARE AGREEING TO GIVE UP ANY
RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR
REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT BUYER WOULD HAVE IF IT WENT
TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be determined
by arbitration administered by the International Centre for Dispute Resolution in accordance with its
International Arbitration Rules. The number or arbitrators shall be one. The place of arbitration shall be
Minneapolis, Minnesota, United States of America. The language of the arbitration shall be English. - Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder
(each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of
the Sales Confirmation or to such other address that may be designated by the receiving party in writing.
All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return
receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective
only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the
requirements of this Section. - Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction,
such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement
or invalidate or render unenforceable such term or provision in any other jurisdiction. - Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in
force after any termination or expiration of this Agreement including, but not limited to, the following
provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to
Jurisdiction/Arbitration and Survival. - Amendment and Modification. These Terms may only be amended or modified in a writing which specifically
states that it amends these Terms and is signed by an authorized representative of each party.
Last edited: June 2026