Effective Date: September 24, 2025
 

These Terms and Conditions (“Terms”) govern use of the website operated by S&G Resources INC (“Company,” “we,” “us,” or “our”) at sgresources.com and, when incorporated into an accepted order or other sales agreement, the purchase of products and related services from us.

“You” and “Customer” refer to the individual or business using our website or purchasing our products. If you act on behalf of a business, you represent that you are authorized to act for that business.

1. Scope and Acceptance
 

Our website and products are intended primarily for commercial and business use.

Where these Terms are presented for acceptance, your acceptance constitutes agreement to the applicable provisions. Sales provisions apply when incorporated into a quotation, order acknowledgment, credit application, or other agreement accepted by Customer.
 

A separate written agreement signed by both parties will control over any conflicting provision of these Terms. Order-specific terms expressly agreed to in writing will control for that order.
 

We object to additional or conflicting terms in Customer purchase orders or other documents unless we expressly accept them in writing. The effect of conflicting documents remains subject to applicable law.
 

2. Website Use
 

You agree to use our website only for lawful purposes. You may not:

• Provide false information or impersonate another person or business.

• Attempt to access restricted systems, accounts, or information without authorization.

• Introduce malicious software or interfere with website operation or security.

• Use automated tools in a manner that disrupts the website or circumvents access restrictions.

• Copy, reproduce, or commercially exploit website content except as permitted by these Terms or applicable law.
   

We may restrict or suspend access when reasonably necessary to address misuse, security concerns, or violations of these Terms.
 

3. Product Information and Technical Resources
 

We aim to provide accurate product descriptions, specifications, availability information, and technical resources. However, website content may contain errors or become outdated.
 

Unless expressly incorporated into an accepted order, website descriptions, photographs, samples, and general technical information are provided for reference and do not establish binding product specifications.
 

Safety Data Sheets, Certificates of Analysis, technical data sheets, and other product documentation may originate from manufacturers or other third parties. Customers should obtain the current documentation applicable to the specific product, grade, and lot purchased.
 

Nothing in this section excludes an express warranty or other obligation that cannot lawfully be excluded.
 

4. Quotations and Order Acceptance
 

Quotations are valid for the period stated in the quotation. If no period is stated, pricing and availability must be reconfirmed before order acceptance.

Submitting a purchase order, requesting a quotation, or receiving an automated acknowledgment does not by itself establish our acceptance of an order. An order is accepted when we issue a written order confirmation or ship the products, unless otherwise agreed.
 

Before acceptance, we may decline an order because of product availability, credit concerns, pricing errors, regulatory restrictions, or other legitimate business reasons. If a material error is identified, we will communicate the correction before proceeding.
 

We will not substitute a materially different product or grade without Customer’s approval.
 

5. Pricing, Taxes, and Additional Charges
 

Prices are stated in the currency identified in the quotation or order confirmation.
 

Unless expressly included, prices exclude freight, insurance, taxes, duties, tariffs, customs charges, special packaging, storage, and other applicable charges. Responsibility for these charges will be identified in the quotation, order confirmation, or agreed delivery terms.
 

Customer is responsible for applicable sales, use, and similar transaction taxes unless a valid exemption certificate is provided. Customer is not responsible for taxes on our net income.
 

Prices for accepted orders will not change unless an agreed adjustment provision applies or Customer approves the change in writing.
 

6. Payment and Credit
 

Payment is due according to the terms stated in the accepted quotation, order confirmation, or credit agreement. Unless credit terms have been approved, payment may be required before shipment.
 

Customer must promptly notify us of any good-faith invoice dispute, explain the disputed amount, and pay undisputed amounts when due.

Overdue, undisputed balances may accrue interest. To the extent permitted by law, Customer is responsible for reasonable collection costs incurred in recovering those balances.
 

We may suspend further shipments, require advance payment, or revise credit terms for future orders if Customer fails to pay amounts when due or if reasonable concerns arise regarding Customer’s ability to perform its payment obligations.
 

7. Shipping, Delivery, and Risk of Loss
 

Shipping dates and delivery estimates are approximate unless we expressly agree in writing to a firm delivery commitment.
 

The accepted order will identify applicable delivery terms, including responsibility for freight, insurance, customs clearance, and risk of loss. Any agreed Incoterms® rule must identify the named place and applicable version.
 

If no delivery term is specified, risk of accidental loss or damage transfers to Customer upon delivery at the agreed destination. Title transfers upon delivery unless a separate written agreement provides otherwise.
 

Transfer of risk does not excuse delivery of products that failed to conform to the agreed requirements when shipped.

Customer is responsible for providing accurate delivery instructions and ensuring that the receiving location can safely accept and unload the shipment. Reasonable additional costs caused by Customer-requested delays, failed delivery attempts, or inadequate receiving arrangements may be charged to Customer.
 

8. Inspection and Product Claims
 

Customer should inspect shipments promptly upon receipt for visible damage, shortages, incorrect products, and other reasonably discoverable issues.

Please report visible damage, shortages, or incorrect deliveries within five business days after receipt. Hidden defects or other issues not reasonably discoverable on initial inspection should be reported promptly after discovery.
 

Claims should include the order number, product description, lot or batch number, quantity affected, and supporting photographs or records, when available.
 

Customer must preserve affected products and packaging, follow applicable safety requirements, and provide a reasonable opportunity for inspection. Products suspected to be unsafe or nonconforming should not be used or distributed while the issue is being evaluated.
 

These reporting procedures do not eliminate rights that cannot lawfully be waived or claims for defects that could not reasonably have been discovered within the stated period.
 

9. Returns, Cancellations, and Order Changes
 

Returns require our prior written authorization. Unauthorized returns may be refused. For returns requested for Customer’s convenience, products generally must be unopened, unused, properly stored, traceable by lot where applicable, and in resalable condition. Approved returns may be subject to disclosed freight and restocking charges.
 

Custom products, special-order materials, opened containers, and products with limited remaining shelf life may be ineligible for convenience returns. These restrictions do not determine Customer’s rights regarding defective or incorrectly supplied products.
 

Cancellation or modification of an accepted order requires written agreement. Customer may be responsible for reasonable, documented, nonrecoverable costs already incurred on its behalf, subject to our obligation to mitigate those costs.
 

10. Product Selection, Storage, and Use
 

Customer is responsible for determining whether a product and grade are appropriate for its intended application, manufacturing process, and finished product.
 

Customer must:

• Review applicable specifications, safety information, and handling instructions.

• Conduct appropriate testing and validation before commercial use.

• Follow storage conditions, shelf-life limitations, and stock-rotation practices.

• Maintain suitable handling, sanitation, and contamination controls.

• Comply with requirements applicable to its processing, labeling, marketing, and use of the products.
   

Suitability for food, pharmaceutical, cosmetic, medical, or other regulated applications must be established for the specific product and intended use. A product’s general description does not establish approval for every application.
 

General technical assistance does not replace Customer’s own evaluation or professional advice. Customer’s responsibilities do not relieve us of our expressly agreed product specifications or applicable legal obligations.
 

11. Limited Product Warranty
 

We warrant that, at delivery, products will materially conform to the specifications expressly agreed to in the accepted order and will be transferred with good title, free of undisclosed liens.
 

This warranty does not cover problems caused after delivery by improper storage, mishandling, contamination, unauthorized modification, use contrary to instructions, or use beyond an applicable expiration date.
 

If Customer establishes a breach of this warranty and provides reasonable supporting information, we will, at our option and expense, replace the affected products or refund the purchase price paid for them. Where appropriate, we will arrange or reimburse reasonable authorized return freight.
 

To the extent permitted by law, these remedies are Customer’s exclusive remedies for breach of this limited product warranty. Rights available under applicable law remain available where a limited remedy fails of its essential purpose.
 

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THESE TERMS OR ANOTHER APPLICABLE WRITTEN AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
 

Any transferable manufacturer warranty will be made available to Customer to the extent permitted by its terms.
 

12. Limitation of Liability
 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM A PRODUCT SALE OR WEBSITE USE, INCLUDING LOST PROFITS, LOST PRODUCTION, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITIES.
 

OUR TOTAL LIABILITY ARISING FROM AN AFFECTED PRODUCT ORDER WILL NOT EXCEED THE PURCHASE PRICE PAID OR PAYABLE FOR THE PRODUCTS GIVING RISE TO THE CLAIM.
 

These limitations apply regardless of the legal theory asserted, to the extent permitted by law.
 

Nothing in these Terms limits liability for fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that applicable law prohibits us from excluding or limiting.
 

13. Customer Responsibility for Third-Party Claims
 

To the extent permitted by law, Customer will indemnify us against third-party claims and reasonable related costs to the extent caused by Customer’s unlawful use, negligent handling, unauthorized modification, or improper labeling of products, or by specifications supplied by Customer that infringe another party’s rights.
 

This obligation does not apply to the extent a claim results from our negligence, misconduct, or breach of an applicable agreement.
 

We will promptly notify Customer of any covered claim and provide reasonable cooperation. Customer may not agree to a settlement that admits fault by us or imposes obligations on us without our written consent, which will not be unreasonably withheld.
 

14. Regulatory Compliance and Product Safety
 

Each party is responsible for complying with laws applicable to its own activities, including relevant import, export, sanctions, transportation, environmental, and workplace-safety requirements.
 

Customer must not export, resell, or use products in violation of applicable restrictions.
 

If either party becomes aware of a material product-safety concern, suspected contamination, or a recall affecting supplied products, it will promptly notify the other party. Both parties will reasonably cooperate with traceability, investigation, corrective action, and legally required reporting.
 

Responsibility for recall and corrective-action costs will be determined by applicable law and any governing written agreement.
 

15. Events Beyond Reasonable Control
 

Neither party is responsible for a delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, government restrictions, transportation interruptions, labor disruptions, or qualifying supplier failures.
 

The affected party must provide reasonably prompt notice and take reasonable steps to reduce the impact. Increased costs alone do not excuse performance.
 

If the event continues for more than 60 days, either party may cancel the unperformed portion of the affected order by written notice. We will refund payments for products not delivered. Payment obligations for products already delivered remain due.
 

16. Intellectual Property
 

Website text, graphics, logos, photographs, downloads, and other materials belong to us or our licensors and are protected by applicable intellectual property laws.
 

You may view and download materials for legitimate internal business purposes relating to our products, subject to any stated restrictions. You may not modify, republish, resell, or imply ownership of those materials without permission.
 

No license to use our trademarks or other intellectual property is granted except as expressly stated.
 

17. Privacy and Third-Party Links
 

Our collection and use of personal information are described in our Privacy Policy.
 

Our website may link to third-party websites or resources. We do not control those websites and are not responsible for their content, availability, or privacy practices. A link does not by itself constitute endorsement.
 

18. Website Availability and Disclaimer
 

We may update, modify, or discontinue website features from time to time.
 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES THAT IT WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
 

This website disclaimer does not alter the product warranties expressly provided in an accepted sales agreement.
 

19. Governing Law and Disputes
 

These Terms and transactions governed by them are subject to the laws of the State of Massachusetts, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
 

The parties will first attempt in good faith to resolve disputes through discussions between authorized representatives.
 

Subject to any mandatory legal requirements, unresolved disputes will be brought exclusively in the state or federal courts located in Suffolk County, MA and each party consents to their jurisdiction.
 

20. Changes to These Terms
 

We may revise these Terms by publishing an updated version with a new effective date. Where required, we will provide additional notice or obtain acceptance.
 

Changes apply prospectively. An accepted order remains governed by the version incorporated into that order unless the parties agree otherwise in writing.
 

21. General Provisions
 

If a provision is found unenforceable, the remaining provisions will continue in effect to the extent permitted by law. A failure to enforce a provision does not waive the right to enforce it later. These Terms, together with the applicable accepted order and any controlling written agreement, constitute the agreement regarding their subject matter. No amendment to an accepted sales agreement is effective unless agreed to in writing by authorized representatives. Provisions that by their nature should survive completion or termination will continue to apply, including accrued payment obligations, intellectual property protections, limitations of liability, and dispute provisions.
 

22. Contact Information
 

Questions about these Terms, orders, or product concerns may be directed to: Alex Gilbert, S&G Resources - 508.359.7771 | info@sgresources.com