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JEALCO INTERNATIONAL, INC. — TERMS AND CONDITIONS OF SALE

Last Modified: October 3, 2025

Terms & Conditions of Sale

These terms and conditions of sale constitute a contract between the   Jealco International, Inc. (West), an independent distributor/exporter, with principal place of business at 302 Main Street #200, Jacksboro, TN 37757 USA (“Seller”) and you (“Buyer”).

1. Scope; Acceptance

1.1 These Terms & Conditions of Sale (“Terms”) govern all quotations, acknowledgements, sales, and deliveries of products and services (“Products”) from Seller to Buyer.

1.2 Seller’s Order Acknowledgement confirms Buyer’s order and summarizes product descriptions, measurements, quantities, prices, and commercial terms. Buyer must review all details carefully and promptly raise any discrepancies.

1.3 Entire Agreement. These Terms, together with Seller’s quotation, order acknowledgement, and invoice, constitute the entire agreement and supersede conflicting terms in Buyer’s purchase order or other documents. Any change must be in a written amendment signed by both Parties.

2. Orders; Changes; Cancellations

2.1 Order Acceptance. Orders are subject to Seller’s written acceptance. Estimated ship dates are estimates only and may change due to supply chain, logistics, or regulatory factors.

2.2 Changes. Changes requested after acknowledgement may be accommodated at Seller’s discretion and may affect price, lead times, and delivery terms.

2.3 Cancellation. No order may be cancelled without Seller’s prior written consent. If approved, Buyer shall pay Seller’s cancellation charge and any applicable restocking fees.

2.4 Non‑returnable Items. Specially ordered or fabricated items are not returnable and not refundable (e.g., custom fabricated belting, specialty gear reducers, custom conveyor systems, custom‑drilled buckets).

3. Pricing; Minimum Order; Taxes & Duties

3.1 Pricing Basis. Prices are based on specifications and quantities acknowledged. If specifications or quantities change, Seller may issue a revised acknowledgement and pricing.

3.2 Minimum Order Value. The minimum order value is USD 300.

3.3 Exclusions. Unless expressly stated, prices exclude import duties, taxes (e.g., VAT/GST), brokerage, customs, and other governmental charges in the destination country. These charges are the Buyer’s sole responsibility under the applicable Incoterms® 2020.

3.4 Adjustments. Published weights and dimensions are approximate and may vary once packed. Freight charges shown prior to shipment are estimates; Seller reserves the right to adjust freight based on actual weight and dimensions at time of shipment.

3.5 Belting Variance. For conveyor belting wider than 60 inches or longer than 300 feet, the shipped length may vary by ±10%; pricing will be adjusted to the actual delivered length.

4. Payment Terms; Credit; Fees

4.1 Terms. Invoices are due per the Due Date stated on the invoice. Unless otherwise agreed, the Due Date is calculated from the invoice date (to Buyer or Buyer’s forwarder).

4.2 Payment Methods.

• Credit Cards: Accepted for orders under USD $10,000. A convenience fee of 3.75% is added to the order total. Cards are charged at order time.
• Wire Transfer: Buyer must mark SWIFT field 71a as “OUR” to ensure Seller receives the full invoiced amount.
• Checks: Accepted if drawn on a U.S. bank; allow 7–10 days for clearance before processing.

4.3 Credit Limit & Review. Credit limits are set at Seller’s discretion and reviewed periodically. Orders exceeding the limit may require deposit, letter of credit, or other security.

4.4 Late Payment Charges. Payments received more than 7 calendar days after the Due Date accrue 1.5% per month (18% annually) on the outstanding balance from the original Due Date until paid in full, plus reasonable collection costs.

4.5 Credit Hold. Accounts 45 days past due may be placed on credit hold; shipments resume when the past-due balance (including accrued charges) is cleared.

4.6 Collections. Accounts 90+ days delinquent may be referred to collections. Buyer agrees to reimburse Seller for all reasonable costs and fees (including attorneys’ fees) incurred to collect past-due amounts.

5. Shipment; Incoterms® 2020; Risk; Title; Packaging

5.1 Delivery Terms. Unless otherwise stated in the acknowledgement, deliveries are under Incoterms® 2020 CIP to the named place.

5.2 Risk of Loss & Title. Risk of loss transfers per the selected Incoterms® 2020 rule. Title transfers upon [shipment / delivery / full payment] as stated in the acknowledgement.

5.3 Packaging & ISPM‑15. Orders ≤75 lbs generally ship in cartons; heavier orders typically ship on ISPM‑15 compliant pallets/skids. If SPECIAL ISPM‑15 wood skidding is not offered by the manufacturing factory(ies), Buyer remains responsible for complying with destination import requirements. Specific packaging requests must be made at or before order time.

5.4 Insurance. Where permitted and if Seller is shipper of record, Seller will include transit insurance to cover potential loss.

5.5 Buyer Arranged Transport. When Buyer handles transport, Seller will notify readiness and provide dimensions, weights, and pickup details. Buyer must provide labels, bill of lading, carrier contacts, and instructions within 5 business days of readiness notification. Storage charges levied by the manufacturer due to Buyer delay may be billed to Buyer.

6. Inspection; Acceptance; Returns

6.1 Inspection. Buyer shall inspect Products promptly upon receipt and notify Seller in writing of any non‑conformity within 3 business days with supporting evidence (photos, test results, serials).

6.2 Remedies. Upon confirmation of non‑conformity, Seller may repair, replace, or credit at its option.

6.3 Returns. Authorized returns must be freight prepaid and are subject to a restocking charge of 15–25% as dictated by the manufacturer of the invoice price, or $50, whichever is greater. Buyer assumes risk of loss until actual receipt by Seller or Seller’s representative.

6.4 Return Costs & Credits. Any costs incurred by Seller in connection with returns are Buyer’s responsibility. Credits may be issued by check, wire, or account credit (wire/courier fees deducted). Account credits are valid 12 months from credit date; thereafter, the remaining balance is reduced by 10% monthly to cover administrative costs.

7. Export Compliance & Documentation

7.1 Regulatory Compliance. Buyer is solely responsible for compliance with all import regulations, permits, pre‑approvals, and required documentation in the destination country.

7.2 Mandatory Information. U.S. export regulations require Seller to collect: (a) Ultimate End User (final user company name), (b) Ultimate End Use Country, and (c) Ultimate End Use (application/environment). Buyer must provide this information promptly.

7.3 Destination Control Statement. The commodities, software, or technology sold are subject to U.S. Export Regulations. Export, re‑export, or diversion contrary to law is prohibited. Items may not be used directly or indirectly in prohibited nuclear, chemical/biological, or missile weapons activities.

7.4 Sanctions. Seller’s goods are not intended for countries subject to trade embargoes by the United States or the United Nations. Buyer shall not sell, ship, or divert Products to sanctioned destinations, persons, or end uses.

7.5 Screening & Records. Buyer agrees to conduct restricted‑party screening and maintain export/import records for as long as required by law.

8. Warranties; Disclaimer

8.1 Limited Warranty. Seller warrants the Products will conform to manufacturer’s specifications and be free from material defects in materials and workmanship in line with the manufacturer’s warranty

8.2 Exclusions. Warranty does not cover normal wear and tear, misuse, improper installation, non‑Seller parts, unauthorized modifications, or failure to follow Seller’s instructions.

8.3 Exclusive Remedies. Seller’s sole obligation and Buyer’s exclusive remedy is repair, replacement, or refund/credit, at Seller’s option.

8.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, PRODUCTS AND SERVICES ARE PROVIDED “AS IS.” SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Limitation of Liability

9.1 No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY.

10. Intellectual Property; Trademarks; Confidentiality

10.1 IP Ownership. All intellectual property (patents, copyrights, trademarks, trade secrets, designs, software, data, documentation) remains with Seller or its licensors. No license is granted except as expressly stated.

10.2 Trademarks. Buyer may not use Seller’s trademarks without written permission and must cease all use upon termination.

10.3 Confidentiality. Non‑public information exchanged shall be kept confidential, used only to perform under these Terms, protected with reasonable care, and returned or destroyed upon request. Obligations survive 5 years after termination.

11. Force Majeure

Neither Party is liable for failure or delay due to events beyond reasonable control, including acts of God, war, sanctions changes, epidemics, labor disputes, cyber‑attacks, transportation disruptions, factory shutdowns, and government actions. The affected Party shall notify the other and use commercially reasonable efforts to mitigate impact.

12. Governing Law; Dispute Resolution; Language

12.1 Governing Law. These Terms are governed by the laws of Tennessee, USA, excluding its conflict‑of‑law rules and the U.N. Convention on Contracts for the International Sale of Goods (CISG), which is disclaimed.

12.2 Dispute Resolution. Disputes shall be resolved by Campbell County, TN Courts or arbitration under rules, e.g., ICC/AAA/JAMS, seat Jacksboro/TN/USA, language English.

12.3 Language. The controlling language is English; translations are for convenience only.

13. Assignment; Sub‑distribution

Buyer may not assign these Terms or appoint sub‑distributors, agents, or resellers without Seller’s prior written consent. Approved sub‑distributors must be bound to obligations no less protective than these Terms; Buyer remains responsible for their acts and omissions.

14. Notices

Notices must be in writing and delivered by hand, courier, or email with confirmation to the addresses below and are deemed received on (a) the date of delivery confirmation, (b) three business days after mailing, or (c) the email confirmation date.

• Seller: Jealco International, 302 Main Street #200, Jacksboro, TN 37757 USA, accounting@jealco.com

15. Changes to Terms

Seller may update these Terms from time to time. The version in effect on the Order Acknowledgement date governs the transaction. Material changes will be communicated through Seller’s standard channels.



Schedule A: Incoterms® 2020 matrix and title transfer points

The Incoterms® 2020 rules are internationally recognized three-letter trade terms that define the responsibilities, costs, and risks for buyers and sellers in international transactions. 

The rules are grouped into two categories based on the mode of transport: 

Rules for Sea and Inland Waterway Transport used by Jealco

  Incoterm 

 Explanation

 Seller Responsibilities

 Risk Transfer

(Seller to Buyer)

   FAS

(Free Alongside Ship)

 The seller delivers when the goods are placed alongside the vessel at the named port of shipment.

 Export clearance, delivery alongside the ship.

 When goods are alongside the vessel.

   FOB

(Free On Board)

 The seller delivers the goods on board the vessel nominated by the buyer at the named port of shipment.

 Export clearance, loading onto the vessel.

 When goods are on board the vessel.

   CFR

(Cost and Freight)

 The seller pays for the carriage of the goods to the named port of destination.

 Arranges and pays for transport to destination port.

 When goods are on board the vessel (risk transfers at origin, cost at destination).

   CIF

(Cost, Insurance, & Freight)

 The seller pays for carriage and minimal insurance to the named port of destination.

 Same as CFR, plus arranges minimal insurance (Institute Cargo Clauses C).

 When goods are on board the vessel (risk transfers at origin, cost/insurance at destination).

Rules for Any Mode(s) of Transport used by Jealco

 Explanation

 Seller Responsibilities

 Risk Transfer

(Seller to Buyer)

   EXW

(Ex Works)

 The seller makes the goods available at their premises, or another named place.

 Minimal: packing and making goods available.

 When goods are placed at the buyer's disposal at the named place.

   FCA

(Free Carrier)

 The seller delivers the goods to a carrier or another person nominated by the buyer at the seller's premises or a named place.

 Export clearance, delivery to the first carrier.

 When goods are handed over to the seller's nominated carrier.

   CPT

(Carriage Paid To)

 The seller pays for the carriage of the goods to the named destination.

 Arranges and pays for transport to named destination.

 When the goods are handed over to the first carrier (risk transfers at origin, cost at destination).

   CIP

(Carriage & Insurance Paid To)

 The seller pays for carriage and insurance to the named destination.

 Same as CPT, plus arranges comprehensive insurance (Institute Cargo Clauses A).

 When the goods are handed over to the first carrier (risk transfers at origin, cost/insurance at destination).

   DAP

(Delivered at Place)

 The seller delivers the goods when they are placed at the buyer's disposal on the arriving means of transport, ready for unloading, at the named place of destination.

 Transport to the final destination, export clearance.

 When goods are at the buyer's disposal, ready for unloading at the named place.

   DDP

(Delivered Duty Paid)

 The seller delivers the goods, cleared for import, and available for unloading at the named place of destination.

 Maximum: All costs and risks, including import duties and taxes.

 When goods are placed at the buyer's disposal at the named place.

Schedule B: Approved packaging/ISPM 15 requirements

1. Scope
   ISPM 15 applies to all solid wood packaging materials (pallets, crates, skids, dunnage) used in international shipments.
2. Treatment Standards

• Heat Treatment (HT): Wood must be heated to a minimum core temperature of 56°C for at least 30 minutes.
• Methyl Bromide Fumigation (MB): Permitted in some regions, but increasingly restricted due to environmental concerns.

1. Marking Requirements

• Each treated wood item must bear the official ISPM 15 mark, which includes:
• IPPC symbol
• Country code (e.g., US for United States)
• Treatment code (HT or MB)
• Unique certification number issued by the authorized treatment provider
• Marks must be permanent, legible, and placed on at least two opposite sides of the item.

1. Prohibited Materials

• Untreated raw wood
• Bark or wood debris
• Repaired wood without re-treatment and re-marking

1. Responsibility

• Importer/Buyer: Ensure compliance with destination country’s ISPM 15 requirements.
• Seller: Will provide ISPM 15-compliant pallets/skids when requested and available from the factory. If not available, Buyer must arrange compliance before import.

1. Exceptions

• Wood-based products like plywood, particle board, OSB, and fiberboard are exempt because they are processed and pest-free.