Terms & Conditions

TERMS AND CONDITIONS OF SALE

Iceberg Refrigeration Supplies LLC
997 S.E. 12th Street, Hialeah, Florida 33010 USA
Phone: (305) 363-2001

Effective Date: Sept 24, 2026
Version 3.3

1. ACCEPTANCE OF TERMS

1.1 Governing Terms

These Terms and Conditions of Sale ("Terms") govern all quotations, purchase orders, invoices, sales, shipments, deliveries, and transactions between Iceberg Refrigeration Supplies LLC ("Iceberg," "Seller," or "Company") and the purchaser ("Buyer" or "Customer"), whether placed in person, by telephone, by email, through Iceberg's website, or through any other channel.

1.2 Acceptance by Buyer

By accepting an estimate, submitting a purchase order, remitting payment, requesting shipment, accepting delivery of products, or otherwise engaging in a transaction with Iceberg, Buyer acknowledges and agrees that Buyer has read, understood, and accepted these Terms and agrees to be legally bound thereby.

1.3 Rejection of Conflicting Terms

Any terms or conditions proposed by Buyer that differ from, conflict with, or add to these Terms are expressly rejected and shall not apply unless specifically agreed to in a written instrument signed by an authorized representative of Iceberg.

1.4 Binding Effect of Orders

No order shall be binding upon Iceberg unless accepted in writing by Iceberg.

1.5 Publication and Updates

The current version of these Terms is published at Iceberg's website and is incorporated by reference into every quotation and invoice. Iceberg may revise these Terms at any time by posting an updated version. The version in effect on the date Iceberg accepts an order governs that order.

2. ORDERS AND ORDER CONFIRMATION

2.1 Order Acceptance

All orders are subject to review, approval, and written acceptance by Iceberg. Iceberg reserves the right to reject any order, in whole or in part, at its sole discretion.

2.2 Quotations

Any quotation issued by Iceberg is non-binding unless expressly stated otherwise in writing and may be modified, withdrawn, or corrected without notice prior to acceptance. Unless a different validity period is stated on the quotation, quoted prices expire thirty (30) days from the quotation date. Manufacturer price increases, tariff changes, or currency movements occurring after quotation but before order acceptance may be passed through to Buyer.

2.3 Clerical Errors

Iceberg reserves the right to correct clerical, typographical, pricing, or computational errors at any time prior to shipment.

2.4 Changes to Orders

Once an order has been accepted by Iceberg, Buyer may not modify, suspend, or cancel the order except with Iceberg's prior written consent and subject to applicable cancellation charges and damages. Approved changes may extend lead times and may result in additional charges.

2.5 Product Selection and Application; Iceberg Is Not the Installer or Engineer

Equipment selections, load calculations, and system recommendations provided by Iceberg are based solely on the design conditions and information supplied by Buyer and are furnished as a courtesy. Buyer is solely responsible for verifying that the products ordered are suitable for Buyer's application, refrigerant, electrical service, ambient conditions, and applicable codes. Iceberg assumes no liability for misapplication, undersizing, or oversizing of equipment.

Unless expressly included in a separately signed scope of work, Iceberg does not perform field measurements, installation, start-up, commissioning, stamped or sealed engineering, code review, permitting, or supervision of the installing contractor, and technical support furnished by Iceberg does not transfer any of those responsibilities to Iceberg. Published capacities, selections, and recommendations are not a guarantee of room temperature, pull-down time, product freezing or cooling time, energy consumption, or overall system performance, all of which depend on installation quality and field conditions outside Iceberg's control.

2.6 Manufacturer Changes and Substitutions

Manufacturers may change specifications, models, refrigerants, or components without notice. Iceberg may supply a superseding or equivalent model in place of the model quoted only where the substitution has no material effect on fit, form, function, capacity, electrical requirements, refrigerant, connection sizes, controls, certifications, or the approved application. Any other substitution requires Buyer's prior written approval.

2.7 Shop Drawings, Submittals, and Field Verification

Where Iceberg furnishes shop drawings, submittals, or selection sheets for approval, Buyer's written approval (including approval by email, signature, or an authorized project contact):

(a) authorizes Iceberg to release the order to the manufacturer for fabrication or procurement;

(b) confirms all dimensions, quantities, panel layouts, openings, door handing and swing, voltage and phase, refrigerant, finishes, options, and accessories shown;

(c) confirms that Buyer or its contractor has field-verified site dimensions, clearances, floor and ceiling conditions, and utility locations, and that Iceberg has not performed and is not responsible for field verification; and

(d) renders the order non-cancellable as to any custom, fabricated, or made-to-order items (including walk-in panels, doors, and custom equipment) once released to production, as provided in Section 6.3.

Changes requested after approval are subject to manufacturer acceptance, additional cost, and revised lead times. Buyer is responsible for the consequences of any error in an approved drawing or submittal, including errors originating in dimensions or information supplied by Buyer or its contractor.

3. PAYMENT TERMS

3.1 Deposit; Application Against Losses

Unless otherwise agreed in writing, Buyer shall pay a deposit equal to fifty percent (50%) of the total order value upon submission of the purchase order. The deposit is an advance payment against the purchase price and security for Buyer's performance.

Buyer acknowledges that, immediately upon acceptance of Buyer's order, Iceberg incurs administrative expenses, procurement obligations, supplier and factory commitments, inventory allocations, financing exposure, warehousing obligations, and commercial risks. If Buyer cancels an order after the cancellation period in Section 6.1, refuses or fails to accept delivery, fails to pay any amount when due, or otherwise breaches these Terms, Iceberg may apply the deposit against all losses and costs Iceberg is entitled to recover under applicable law, including without limitation:

(a) manufacturer or supplier cancellation, restocking, or change charges assessed against Iceberg;

(b) the cost of custom, fabricated, made-to-order, or non-stock goods that cannot reasonably be resold, and the loss on resale of goods that can be resold;

(d) Iceberg's lost profit on the order to the extent recoverable under Florida Statutes §§ 672.706 through 672.710; and

(e) collection costs and attorneys' fees under Section 3.6.

Iceberg shall account to Buyer for the application of the deposit and refund any portion exceeding Iceberg's recoverable losses; if Iceberg's losses exceed the deposit, Buyer remains liable for the deficiency. Nothing in this Section limits Section 6.3, under which custom and special-order goods are non-cancellable and non-refundable once production or procurement commences.

3.2 Balance Due

Unless otherwise agreed in writing, the remaining balance shall be paid in full prior to shipment, delivery, or release of the equipment.

3.3 Payment Method

Payments shall be made in United States Dollars (USD) by wire transfer, ACH transfer, certified funds, or another payment method approved in writing by Iceberg. Credit card payments, where accepted, may be subject to a processing surcharge disclosed at the time of payment, to the extent permitted by applicable law and card-network rules.

3.4 Credit Terms

Any extension of credit or alternative payment structure is subject to Iceberg's sole discretion, requires a completed credit application, and may be revoked at any time. Where open-account terms are extended, invoices are due Net thirty (30) days from the invoice date without offset or deduction unless otherwise stated on the invoice.

3.5 Banking and Transaction Fees

Buyer shall be responsible for all banking fees, wire transfer fees, intermediary bank charges, currency conversion fees, taxes, and transaction costs. Payments must be received by Iceberg net of all such charges.

3.6 Late Payments and Collection

Past due amounts shall accrue interest at one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted under applicable Florida law, whichever is less, from the due date until paid. Buyer shall pay all costs of collection, including reasonable attorneys' fees, court costs, and collection agency fees.

4. PRICING, TAXES, AND DUTIES

4.1 Charges Included in Quotations

Iceberg's quotations itemize the product price and, where applicable, freight, sales tax, and other charges that Iceberg has agreed to include. Only those charges expressly itemized on the quotation or invoice are included in the price. Any tax, customs duty, tariff, freight, insurance, import or export fee, storage fee, governmental assessment, or regulatory charge that is not itemized on Iceberg's quotation or invoice is excluded and shall be for Buyer's account.

4.2 Buyer Responsibility

Except to the extent itemized on Iceberg's quotation or invoice and paid through Iceberg, Buyer shall be solely responsible for payment of all applicable taxes, duties, and governmental charges arising from the purchase, transportation, importation, exportation, or use of the products.

4.3 Tax Collection and Exemption Certificates

If Iceberg is required by law to collect taxes, such amounts shall be added to Buyer's invoice and paid when due. Buyers claiming exemption from Florida sales tax (including resale or export exemptions) must furnish a valid Florida Annual Resale Certificate or other acceptable exemption documentation before shipment; otherwise tax will be charged.

4.4 Changes in Third-Party Charges

Freight rates, tariffs, duties, and taxes itemized on a quotation are based on rates in effect on the quotation date. If any such rate increases between quotation and shipment, or if the actual freight cost differs from the estimate because of changes in shipment size, destination, accessorial services, or carrier surcharges, Iceberg may invoice the difference to Buyer.

5. SHIPPING, DELIVERY, AND RISK OF LOSS

5.1 Estimated Lead Times

Lead times are estimates only and are subject to supplier availability, manufacturing schedules, freight conditions, customs processing, and other variables.

5.2 Commencement of Lead Time

Lead times commence only after receipt of the required deposit, written acceptance of the order, and receipt of all approvals, submittals, and information required from Buyer.

5.3 Estimated Delivery Dates

All delivery dates are estimates only and are not guaranteed.

5.4 Delay Disclaimer

Iceberg shall not be liable for delays caused by suppliers, manufacturers, freight carriers, labor shortages, customs delays, governmental actions, force majeure events, material shortages, or circumstances beyond Iceberg's reasonable control.

5.5 Shipping Terms

(a) Domestic sales. Unless otherwise agreed in writing, domestic sales are FOB Origin, Iceberg's warehouse in Hialeah, Florida. Iceberg may, at its discretion, offer freight-allowed pricing on certain equipment shipped within the continental United States; where offered, it is stated on the quotation and covers standard common-carrier ground service to a commercial address. Accessorial services (liftgate, residential or limited-access delivery, inside delivery, flatbed, timed or appointment delivery, re-delivery) are charged to Buyer. On all other domestic shipments, freight is prepaid by Iceberg and itemized on the quotation. Drop shipments from a manufacturer are FOB the manufacturer's shipping point.

(b) Export sales by sea. Unless otherwise agreed in writing, export sales shipped by ocean freight, port to port, are CIF [named port of destination] (Incoterms® 2020). Iceberg arranges and pays ocean freight and cargo insurance to the named port, itemized on the quotation. Risk passes to Buyer when the goods are delivered on board the vessel at the port of loading.

(c) Export sales by air or multimodal transport. Export sales shipped by air, or containerized shipments handed to a carrier before loading on a vessel, are CIP [named place of destination] (Incoterms® 2020). Iceberg arranges and pays carriage and cargo insurance to the named place, itemized on the quotation. Risk passes to Buyer when the goods are delivered to the first carrier at origin.

(d) Destination charges. Under either CIF or CIP, customs clearance at destination (aduana), nationalization, import duties, taxes, port, airport, and terminal charges at destination, demurrage and detention, inland delivery beyond the named port or place, and all other destination charges are solely Buyer's responsibility. Unless a higher level of cover is stated on the quotation, cargo insurance is the minimum cover required by the applicable Incoterms® rule; Buyer may request additional cover at its expense.

(e) Iceberg selects the carrier and routing unless Buyer specifies otherwise in writing.

5.6 Transfer of Risk

Risk of loss and responsibility for the products shall transfer to Buyer upon delivery to the carrier or pickup by Buyer (or Buyer's freight forwarder), whichever occurs first, regardless of who pays freight. For CIF and CIP export sales, risk passes to Buyer as stated in Section 5.5(b) and (c), notwithstanding that Iceberg has paid freight and insurance to destination.

5.7 Inspection of Goods

Buyer shall inspect products immediately upon receipt and shall notify Iceberg in writing of any visible damage, shortages, or discrepancies within two (2) business days after delivery. Failure to provide timely written notice constitutes acceptance of the goods as to quantity, model, visible condition, and obvious discrepancies; such acceptance neither enlarges nor eliminates any rights Buyer may have for latent defects under the applicable manufacturer warranty in Section 7.

5.8 Freight Damage and Loss Claims

Iceberg is not responsible for loss or damage occurring after risk of loss has passed to Buyer. Buyer or its consignee must:

(a) inspect every shipment before signing and note all visible damage or shortages on the delivery receipt or bill of lading;

(b) not refuse a shipment without first contacting Iceberg for approval; refused shipments returned without authorization are at Buyer's expense;

(c) photograph damage, retain all packaging, and report concealed damage to Iceberg and the carrier within two (2) business days of delivery; and

(d) cooperate fully with any carrier or insurer inspection.

The claim shall be filed by Buyer or by Iceberg, as applicable based on the carrier's or insurer's claim requirements, the bill of lading, and the insurance certificate. Where Iceberg files the claim, Iceberg's sole obligation is to remit to Buyer the amount actually recovered from the carrier or insurer, less Iceberg's out-of-pocket costs. Where Buyer files the claim, Iceberg will furnish the shipping documents, insurance certificate, and other documentation reasonably needed. Iceberg is not responsible for the outcome of any carrier or insurance claim.

6. CANCELLATION AND RETURNS

6.1 Limited Cancellation Period

Buyer may cancel an order without charge only if written notice is received by Iceberg before Iceberg releases the order to the manufacturer or supplier, and in no event later than two (2) business days after Iceberg's receipt of the deposit. Iceberg releases orders promptly upon receipt of the deposit and approved submittals, and Buyer should assume release occurs within one (1) business day. Even within this period, Iceberg may retain amounts necessary to reimburse actual costs already incurred.

6.2 Cancellation After Expiration of Cancellation Period

After expiration of the cancellation period in Section 6.1, Buyer may cancel only with Iceberg's written consent, and Iceberg may apply the deposit against its losses as provided in Section 3.1. In addition, Buyer shall be responsible for any manufacturer cancellation charges assessed against Iceberg (manufacturers typically charge a minimum of twenty percent (20%) of the net price of cancelled lines).

6.3 Custom and Special-Order Equipment

Custom-built, specially manufactured, made-to-order, configured, or non-stock equipment is non-cancellable and non-refundable once procurement or production activities commence. Buyer acknowledges such goods may constitute specially manufactured goods under the Uniform Commercial Code and may not be reasonably resalable.

6.4 Failure to Pay Remaining Balance

If Buyer fails to timely pay the remaining balance, Iceberg may:

(a) suspend production or shipment;

(b) apply the deposit against Iceberg's losses as provided in Section 3.1;

(d) resell the products; and

(e) pursue all remedies available under applicable law.

6.5 All Sales Final; No Returns

All sales are final. Because the majority of products sold by Iceberg are custom-built, made-to-order, configured to Buyer's specifications, or drop-shipped directly from the manufacturer, Iceberg does not accept returns for convenience, change of mind, over-ordering, project cancellation, or misapplication, and issues no credit or refund for such products. This applies whether or not the products have been unpacked or installed.

6.6 Limited Exception: Stock Parts Received Damaged, Defective, or in Error

As the sole exception to Section 6.5, Iceberg may accept the return of a stock item shipped from Iceberg's Hialeah inventory (for example, a compressor, motor, control, or component) only where:

(a) the item arrived damaged, is dead on arrival, or is not the item shown on the invoice;

(b) Buyer notifies Iceberg in writing within two (2) business days of delivery under Section 5.7, with photographs and the invoice number, and Iceberg issues a Return Merchandise Authorization (RMA);

(c) the item is returned unused and uninstalled (except to the extent needed to discover a dead-on-arrival condition), sealed, with nameplate intact, in its original packaging, with the RMA number marked on the package, within ten (10) days of RMA issuance; and

(d) Iceberg's or the manufacturer's inspection confirms the damage, defect, or error.

Confirmed items will be replaced or credited at Iceberg's option; return freight is at Buyer's expense unless the error was Iceberg's. Damage occurring in transit after risk of loss has passed to Buyer is handled under Section 5.8 (freight claims), not under this Section. Items returned without an RMA, or found on inspection to be undamaged, installed, or damaged by Buyer, will be returned to Buyer at Buyer's expense or, at Buyer's election, credited less a restocking fee of not less than twenty-five percent (25%). Failures occurring after installation are warranty matters governed by Section 7 and are not returns.

7. WARRANTY

7.1 Manufacturer's Warranty Only; Iceberg as Distributor

Iceberg is an authorized distributor and wholesaler and is not the manufacturer of the products it sells. Products sold by Iceberg are covered solely by the limited warranty published by the applicable manufacturer, which Iceberg passes through to Buyer to the extent the manufacturer permits. Iceberg does not issue any separate or independent warranty. Any manufacturer warranty runs from the manufacturer to the purchaser or end user in accordance with the manufacturer's terms, and Buyer's warranty rights are defined and limited by those terms.

7.2 Manufacturer Warranty Terms; Where to Find Them

Each manufacturer's warranty is defined exclusively by that manufacturer, as published on its website or in its written warranty certificate, terms of sale, or claims procedure, as amended by the manufacturer from time to time. Iceberg's principal manufacturers include HTPG (Russell, Witt, Kramer, and ColdZone), KeepRite Refrigeration, Copeland, BITZER, Carlyle, Zero Zone, Danfoss, Sporlan, Emerson, Penn, Temprite, Turbo Air, and A&V Refrigeration, among others; their published warranty resources are listed in Section 7.12. Buyer is responsible for reviewing the applicable manufacturer warranty before purchase. If the warranty for a particular product is not published or is unclear, Buyer should request a copy from Iceberg before placing an order, and Iceberg will provide the manufacturer's current warranty information as furnished to Iceberg. Any summary, verbal description, or explanation of a manufacturer's warranty provided by Iceberg or its representatives is for convenience only and does not modify, expand, or guarantee the manufacturer's terms.

7.3 No Coverage Where None Is Published; Expired Warranties

Buyer expressly acknowledges and agrees that:

(a) if a manufacturer does not publish or provide a warranty for a product, or a manufacturer's warranty cannot be located, confirmed, or enforced, the product is sold AS IS with no warranty of any kind from Iceberg, and the absence of a manufacturer warranty does not create any warranty obligation on the part of Iceberg;

(b) once the manufacturer's warranty period has expired, including where the period ran or was shortened because the product was stored, held in inventory, or installed after the manufacturer's from-shipment or from-manufacture cap, Iceberg has no obligation of any kind to repair, replace, credit, or contribute to the cost of the product or any component, and any assistance Iceberg elects to provide is voluntary, may be conditioned on payment, and does not create a course of dealing or waiver;

(c) any out-of-warranty replacement parts, compressors, service, or technical assistance requested from Iceberg will be invoiced at Iceberg's then-current prices and are payable in accordance with Section 3;

(d) a manufacturer's denial of a warranty claim, a manufacturer's discontinuation of a product or of warranty support, or a manufacturer's insolvency does not give rise to any claim against Iceberg; and

(e) Iceberg does not track warranty expiration dates on Buyer's behalf and has no duty to notify Buyer of the status or expiration of any manufacturer warranty.

7.4 Parts-Only Coverage; Excluded Charges

Unless the applicable manufacturer warranty expressly states otherwise, warranty coverage is limited to the repair, replacement, or credit of the defective part or component, at the manufacturer's option. Manufacturer warranties generally do not cover, and Iceberg shall in no event be responsible for, labor, diagnostic time, travel, service calls, refrigerant, oil, filters or driers, contactors and other consumables, freight in either direction, crane or rigging, disconnection or reinstallation, product or inventory loss, spoilage, downtime, or any other incidental or consequential cost.

7.5 Warranty Commencement and Documentation

Warranty commencement and duration are manufacturer- and product-specific and are governed exclusively by the applicable manufacturer's warranty. Many manufacturer warranties run from the date of original installation but are capped at a fixed period from the date of shipment or manufacture, so equipment that is stored, held in inventory, or installed late may receive correspondingly less coverage. Buyer must retain and, upon request, provide the Iceberg invoice, the installing contractor's start-up or service ticket establishing the installation date, and the model and serial number of the product. If proof of installation date is not available, the manufacturer will date coverage in accordance with its own policy, generally from the date of shipment, sale, or manufacture.

7.6 Warranty Claims Procedure

To make a warranty claim, Buyer shall:

(a) notify Iceberg in writing promptly upon discovery of the defect and, in any event, within the claim deadline set by the applicable manufacturer (for example, sixty (60) days from failure for KeepRite Parts Credit Applications and ninety (90) days from the repair for HTPG claims), with the model number, serial number, Iceberg invoice number, installation date, description of the failure, and photographs;

(b) for compressor failures, process the claim through the compressor manufacturer's authorized distributor in accordance with that manufacturer's procedure. Iceberg, as an authorized wholesaler where applicable, may process or facilitate the claim. Failed compressors must be returned sealed, with the nameplate intact, freight prepaid, and with the manufacturer's warranty tag or RMA;

(c) purchase the replacement part or compressor at the time of the claim. Replacement parts are not shipped free of charge in advance of the manufacturer's approval. Upon the manufacturer's approval, Iceberg will issue a credit for the amount reimbursed by the manufacturer, less any core, freight, administrative, brokerage, duty, or handling charges that the manufacturer does not credit; and

(d) retain all failed parts until the manufacturer issues a credit or authorizes disposal. Failed parts that are scrapped before authorization void the claim.

The manufacturer is the final authority on the acceptance of any warranty claim. Iceberg, at its sole discretion, may reasonably assist Buyer in submitting warranty claims but does not guarantee warranty approval and makes no financial commitment regarding any claim on the manufacturer's behalf. If a manufacturer determines that a failure is not covered, Buyer remains responsible for the full price of the replacement part and all associated charges.

7.7 Warranty Exclusions

Consistent with the manufacturers' published terms, warranty coverage does not extend to failures or damage caused by or resulting from:

(a) improper installation, start-up, application, or matching of components, or installation by other than a qualified, licensed refrigeration contractor;

(b) misuse, abuse, negligence, accident, fire, flood, lightning, riot, or acts of God;

(c) operation in a corrosive atmosphere, exposure to unapproved chemicals, or use of refrigerants, oils, or accessories not approved by the manufacturer;

(d) improper or inadequate electrical supply, voltage imbalance, single-phasing, or failure to replace contactors with a compressor replacement;

(e) unauthorized alteration, disassembly, or repair; use of non-certified replacement parts;

(f) failure to perform routine maintenance and service in accordance with the manufacturer's instructions;

(g) damage occurring in transit or storage after risk of loss has passed to Buyer;

(h) leaks at mechanical (field-made) connections, normal wear items such as filters, belts, and driers, or products removed from the site of original installation;

(i) products with missing, defaced, or altered nameplates or serial numbers; or

(j) repeat failures determined by the manufacturer to result from an uncorrected system condition rather than a defect in materials or workmanship.

7.8 Extended and Optional Warranties

Certain manufacturers offer extended compressor or product warranties (for example, KeepRite's optional 4-year extended compressor warranty and BITZER's warranty extension packages). Extended warranties are available only where offered by the manufacturer, must be purchased and identified on Iceberg's quotation and invoice at the time of order, are generally non-transferable, and are subject exclusively to the manufacturer's extended warranty terms, including geographic limitations.

7.9 Export Sales; Warranty Outside the United States and Canada

Manufacturer warranties are generally published for products sold and installed in the continental United States and Canada. Warranty coverage, claim procedures, and reimbursement for products exported to Latin America, the Caribbean, or any other destination may differ or may not be available.

For export sales:

(a) Buyer must confirm applicable coverage with Iceberg before purchase and is deemed to have accepted the coverage available at the destination;

(b) where no authorized compressor distributor is available at the destination, Buyer must contact Iceberg for direction before replacing a compressor. Buyer may be instructed to purchase the replacement from Iceberg and return the failed compressor (or, where return is impractical, its original nameplate) for submission to the manufacturer; reimbursement is limited to the amount the manufacturer approves (for example, KeepRite reimburses eighty percent (80%) of the replacement price when the failed compressor cannot be returned);

(c) no credit is available for international freight, customs duties, brokerage, import taxes, core charges, or administrative fees incurred in connection with a warranty claim; and

(d) Iceberg's assistance with export warranty claims is at Iceberg's discretion and does not constitute a warranty by Iceberg.

7.10 Disclaimer of Additional and Implied Warranties

EXCEPT FOR THE MANUFACTURER'S WARRANTY PASSED THROUGH UNDER SECTION 7.1, ICEBERG MAKES NO WARRANTY, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, ICEBERG DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. Technical advice, selections, and recommendations furnished by Iceberg are provided without charge and at Buyer's sole risk.

7.11 Exclusive Remedy

Buyer's sole and exclusive remedy for any defective product is the remedy, if any, provided by the manufacturer under its warranty, pursued in accordance with the manufacturer's procedure. Iceberg has no obligation to repair, replace, or credit any product, whether within or after the manufacturer's warranty period. In no event shall Iceberg's liability in connection with any product exceed the amount paid to Iceberg for that product.

7.12 Manufacturer Warranty Resources

HTPG (Russell / Witt / Kramer / ColdZone): russell.htpg.com/terms-warranty — Parts and warranty: 1-855-HTPARTS (1-855-487-2787), [warranty@htpg.com](mailto:warranty@htpg.com)

KeepRite Refrigeration: k-rp.com/support/warranty — Terms and Conditions of Sale / General Warranty / Claims Procedures (Bulletin K-WTC-4); [warranty@k-rp.com](mailto:warranty@k-rp.com), 1-844-893-3222 ext. 507; PCA filing at k-rp.com/pca

Copeland: copeland.com — Warranty Administration 317-968-4263; claims through Copeland authorized wholesalers and the Copeland Compression Warranty Portal

BITZER US, Inc.: bitzerus.com — RMA requests to [rma@bitzerus.com](mailto:rma@bitzerus.com), 770-718-2900 (USA)

Carlyle, Zero Zone, Danfoss, Sporlan, Emerson, Penn, Temprite, Turbo Air, A&V Refrigeration, and other manufacturers: the applicable warranty terms and claim procedures are published on each manufacturer's website or in their written warranty documentation. Where a manufacturer does not publish its terms online, Buyer may request the current warranty information from Iceberg before ordering, subject to Section 7.3.

8. STORAGE FEES

8.1 Complimentary Storage Period

Iceberg may store completed equipment free of charge for up to ten (10) calendar days after notice of readiness for shipment.

8.2 Storage Charges

If Buyer fails to complete payment or provide shipping instructions within such period, corresponding storage fees per pallet or equipment position per day (or such other rate stated on the invoice) shall accrue daily and are payable before release. Equipment not released within ninety (90) days of notice of readiness may be invoiced in full and treated as delivered for purposes of payment

8.3 Third-Party Storage

Iceberg may transfer products to third-party storage facilities, without written notice to Buyer, at Buyer's sole risk and expense.

9. SECURITY INTEREST AND TITLE

9.1 Security Interest; Title

To secure payment of the purchase price and all other amounts owed by Buyer, Buyer grants Iceberg a purchase-money security interest under the Uniform Commercial Code as adopted in Florida in the products sold, all accessions and replacements, and all proceeds thereof (including accounts and resale proceeds), until Iceberg has received payment in full in cleared funds. Buyer authorizes Iceberg to file financing statements and take any other action reasonably required to perfect and enforce that security interest, and shall execute any documents Iceberg reasonably requests for that purpose. Until paid in full, Buyer shall keep the products free of other liens, insured, and identifiable, and shall not remove them from the delivery location without Iceberg's consent except in the ordinary course of resale. To the extent permitted by law, title also remains with Iceberg until payment in full.

9.2 Seller Remedies

Iceberg reserves the right to withhold shipment, suspend performance, reclaim goods, or pursue any remedies available under applicable law.

9.3 Seller's Right to Resell Goods

If Buyer defaults, Iceberg may resell the goods pursuant to applicable provisions of the Uniform Commercial Code. Buyer shall remain liable for any deficiency and incidental damages.

10. DEFAULT AND REMEDIES

10.1 Seller Rights Upon Default

If Buyer fails to make timely payment or otherwise defaults, Iceberg may suspend production, shipment, or performance under any and all open orders, declare all amounts owed immediately due, and require payment in advance or security before further deliveries.

10.2 Reservation of Rights

Iceberg reserves all rights and remedies available under Florida law and the Uniform Commercial Code, including application of the deposit under Section 3.1 and resale of the goods under Section 9.3.

11. LIMITATION OF LIABILITY

11.1 Limitation of Damages

To the fullest extent permitted by law, Iceberg's total liability arising out of or related to any order or product shall not exceed the amount paid by Buyer to Iceberg for the specific products giving rise to the claim.

11.2 Exclusion of Consequential Damages

Iceberg shall not be liable for indirect, incidental, consequential, punitive, or special damages, including lost profits, downtime, product or inventory spoilage, loss of business, or commercial losses, regardless of the theory of liability and even if Iceberg has been advised of the possibility of such damages.

11.3 Time Limitation for Claims

Any claim against Iceberg must be commenced within one (1) year after the claim arises.

12. INDEMNIFICATION

Buyer shall defend, indemnify, and hold harmless Iceberg, its members, officers, employees, and agents from and against all claims, losses, damages, liabilities, fines, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) the installation, start-up, application, modification, maintenance, repair, use, resale, or export of the products by Buyer or its contractors, customers, or agents;

(b) Buyer's breach of these Terms or of any applicable law or code, including refrigerant, export-control, sanctions, and customs laws;

(c) any injury to persons or property to the extent caused by improper installation, misapplication, modification, inadequate maintenance, misuse, or code violations by Buyer or persons acting on its behalf; and

(d) designs, specifications, drawings, or instructions furnished or approved by Buyer.

This Section does not require Buyer to indemnify Iceberg for claims to the extent caused by a defect in the manufacturer's design or workmanship or by Iceberg's own negligence or willful misconduct.

13. FORCE MAJEURE

Iceberg shall not be liable for delays or failures caused by events beyond its reasonable control, including without limitation natural disasters, hurricanes, pandemics, labor disputes, war, terrorism, governmental actions, tariffs or trade restrictions, transportation interruptions, port congestion, or supplier or manufacturer shortages. Iceberg may allocate available product among its customers in any manner it deems reasonable.

14. EXPORT AND INTERNATIONAL SALES

14.1 Incoterms and Documentation

Unless otherwise agreed in writing, export sales are CIF (sea, port to port) or CIP (air or multimodal) under Incoterms® 2020 as provided in Section 5.5. The quotation will identify the applicable rule and the named port or place. Buyer is responsible for all destination charges, customs clearance, nationalization, and inland transport beyond the named port or place. Where Buyer requests additional insurance coverage, special export packing, containerization beyond standard practice, or delivery beyond the named port or place, such services are quoted separately and provided for Buyer's account.

14.2 Importer of Record and Compliance

Buyer (or its consignee) is the importer of record and is solely responsible for import licenses, permits, customs clearance, duties, taxes, and compliance with the laws of the destination country, including refrigerant, electrical, and equipment-certification requirements. Buyer represents that it is not, and will not sell or transfer products to, any person or destination prohibited under U.S. export-control or sanctions laws, and that the products will not be diverted contrary to U.S. law. Upon request, Buyer shall provide end-user, end-use, and destination information for any export order. Iceberg may suspend, delay, or cancel any order, without liability, if it reasonably believes the transaction may violate export-control, sanctions, or anti-corruption laws or if a required export screening cannot be satisfactorily completed.

14.3 Payment for Export Orders

Export orders are payable in full in cleared USD funds prior to release of the goods to Buyer's carrier or forwarder unless a documentary letter of credit or other arrangement is agreed in writing. Iceberg is not responsible for delays in release caused by Buyer's late payment, incomplete documentation, or forwarder scheduling.

14.4 Export Warranty

Warranty coverage for exported products is governed by Section 7.9.

15. REGULATORY COMPLIANCE AND INSTALLATION

Refrigeration equipment must be installed, started up, and serviced by a qualified, licensed contractor in accordance with the manufacturer's installation and operation manual, applicable codes, and applicable U.S. Environmental Protection Agency regulations (including Section 608 technician certification and refrigerant-management rules under the AIM Act) and, where applicable, the additional handling, leak-detection, and ventilation requirements for A2L (mildly flammable) refrigerants. Buyer is responsible for verifying that the refrigerant, charge size, and equipment ordered are permitted for the intended application and location. Failure to install and operate the products in accordance with the manufacturer's instructions voids the manufacturer's warranty.

16. INTELLECTUAL PROPERTY

All manufacturer names, logos, and trademarks appearing on Iceberg's quotations, website, and literature are the property of their respective owners. Drawings, submittals, selections, and technical documents prepared by Iceberg remain Iceberg's property and are furnished solely for Buyer's use in connection with the order.

17. GOVERNING LAW, VENUE, AND JURY WAIVER

17.1 Governing Law

These Terms shall be governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

17.2 Venue and Jurisdiction

Exclusive jurisdiction and venue shall lie in the state or federal courts located in Miami-Dade County, Florida. Buyer irrevocably consents to such jurisdiction and venue and waives any objection based on inconvenient forum.

17.3 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR ANY TRANSACTION BETWEEN THE PARTIES.

18. ENTIRE AGREEMENT; ORDER OF PRECEDENCE

These Terms, together with Iceberg's written quotation, order acknowledgment, and invoice, constitute the complete and exclusive agreement between the parties and supersede all prior communications and agreements. No amendment shall be binding unless in writing and signed by an authorized representative of Iceberg.

In the event of conflict, the following order of precedence applies:

(a) a written amendment signed by an authorized representative of Iceberg;

(b) project-specific terms expressly stated in Iceberg's accepted quotation or order acknowledgment;

(d) Iceberg's invoice.

These Terms control over any conflicting or additional terms in Buyer's purchase order or other documents, which are rejected under Section 1.3.

19. SEVERABILITY

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be enforced to the maximum extent permitted by law.

20. WAIVER

Failure by Iceberg to enforce any provision shall not constitute a waiver of any rights or of any subsequent breach.

21. ELECTRONIC SIGNATURES AND COMMUNICATIONS

Electronic signatures, scanned signatures, emailed approvals, WhatsApp or text-message approvals from Buyer's known account, and other electronic communications shall be deemed valid and enforceable to the fullest extent permitted by law.

22. LANGUAGE

These Terms are drafted in English. Any translation, including Spanish, is provided for convenience only; in the event of any conflict, the English version controls.

23. BUYER ACKNOWLEDGMENT

23.1 Acceptance of Terms

By placing an order, Buyer acknowledges that Buyer has reviewed, understood, and agreed to these Terms and Conditions.

23.2 Purchase Orders as Acceptance

Submission of a purchase order, payment of a deposit, or acceptance of goods constitutes binding acceptance of these Terms.

23.3 Applicability to Future Transactions

These Terms, in the version in effect on the date Iceberg accepts each order as provided in Section 1.5, shall govern all present and future transactions unless otherwise agreed in writing by Iceberg.

23.4 Commercial Purpose

Buyer represents that it is purchasing the products for business, commercial, resale, or installation purposes and not for personal, family, or household use.

24. GENERAL PROVISIONS

24.1 Assignment

Buyer may not assign or transfer any order or any rights under these Terms without Iceberg's prior written consent. Iceberg may assign its rights to payment and may subcontract performance to manufacturers, forwarders, and carriers.

24.2 Notices

Notices required under these Terms must be in writing and delivered by email to the addresses stated on the quotation or invoice (with confirmation of receipt), by nationally recognized courier, or by certified mail to the addresses stated above, and are effective upon receipt.

24.3 Survival

Sections 3 (Payment), 7 (Warranty), 9 (Security Interest and Title), 10 (Default and Remedies), 11 (Limitation of Liability), 12 (Indemnification), 14 (Export), 16 (Intellectual Property), and 17 (Governing Law) survive completion, cancellation, or termination of any order.

24.4 No Third-Party Beneficiaries

These Terms are for the benefit of Iceberg and Buyer only and confer no rights on any other person, including Buyer's customers, end users, contractors, or lenders.

25. CONTACT

Questions regarding these Terms, orders, returns, or warranty claims may be directed to:

Iceberg Refrigeration Supplies LLC
997 S.E. 12th Street
Hialeah, Florida 33010 USA
Phone: (305) 363-2001
Email: info@iceberg-refrigeration.com