Terms and Conditions

Warmup Inc. — Terms & Conditions of Sale

(Effective as of Jan/09/2026)

These Terms and Conditions apply to all sales of products by Warmup Inc. (“Warmup,” “Seller,” or “Company”) to any purchaser, installer, contractor, distributor, end-user, or reseller (“Buyer”). Placement of an order constitutes Buyer’s acceptance of these Terms, which supersede any conflicting terms in any purchase order, proposal, bid, or other document.

1. Payment & Credit Terms

Orders placed prior to credit approval require full prepayment. Standard terms for approved accounts are Net 30 days from invoice date unless otherwise agreed in a separate writing executed by a duly authorized officer of Warmup. A completed credit application and valid resale certificate (if applicable) must be on file before credit will be considered.

Payments shall be remitted to:
Warmup Inc.
25 Francis J. Clarke Circle, Suite A, Bethel, CT 06801

2. Shipping, Lead Times & Delivery

Shipping and handling charges are invoiced with product purchases and are based on shipment size and characteristics:

• • Small shipments: $20 flat
• • Regular shipments: $40 flat
• • Oversized/heavy shipments: $40 flat + $25 per additional oversized/heavy item

Orders must be submitted in writing via us@warmup.com or fax (888) 927-4721. Orders received by 1:30 PM EST typically ship the same business day. All delivery dates are estimates only and are not guaranteed. Warmup is not liable for delays or consequential damages arising from transportation, supply chain issues, or force majeure events.

Risk of loss transfers to Buyer upon shipment.

3. Returns, Claims & Restocking

Returns are accepted within 30 days with an authorized Return Goods Authorization (RGA). Products returned without an RGA will not be accepted. Returns after 30 days are subject to a 20% restocking fee and may be eligible for credit only.

Claims regarding shortages, shipping errors, or damages must be made within 7 days of delivery. Failure to provide timely notice constitutes irrevocable acceptance.

4. Product Suitability, Site Conditions & Installation Responsibility

All Warmup products must be installed by qualified professionals familiar with construction practices, relevant codes, and environmental/site conditions.

No Suitability Representations

Warmup, including its employees, sales personnel, distributors, and technical support staff, does not make any representations, guarantees, or recommendations regarding product suitability, installation design, engineering requirements, or fitness for a particular purpose. We specifically disclaim any such reliance and instead require that you make your own technical review and recommendation. We recognize that while every effort is taken to make sure our documentation is accurate and compliant with the law, it is in the interest of safety to do a final review and make your own conclusion as to its suitability.

Any comments or guidance are informational only and not advice.

Buyer Responsibility

Buyer is solely responsible for:

• • Determining product suitability and compatibility
• • Verifying measurements and design requirements
• • Assessing jobsite and environmental conditions
• • Compliance with codes, safety standards, and manufacturer instructions
• • Installation, commissioning, integration, and ongoing maintenance

Warmup shall not be liable for improper installation, jobsite failure, design decisions, incompatibility, or performance impacted by conditions beyond its control, even if Warmup personnel offered opinions or guidance.

5. Limited Warranty

Warmup warrants that its products will be free from manufacturing defects in material and workmanship under normal use for the applicable warranty period set forth in the product documentation.

THIS IS THE ONLY WARRANTY PROVIDED BY WARMUP.
To the fullest extent permitted by law, all other warranties, express or implied—including warranties of merchantability, fitness for a particular purpose, performance guarantees, or non-infringement—are expressly disclaimed.

Warmup’s sole obligation under this warranty is, at its option, to repair, replace, or credit the purchase price of defective product. Warranty does not cover:

• • Improper installation or maintenance
• • Misuse, neglect, abuse, alteration, or unauthorized servicing
• • Damage due to site conditions, moisture, substrate movement, structure failure, or wiring/electrical faults
• • CONSEQUENTIAL, INCIDENTAL, OR LABOR-RELATED COSTS

Warranty claims must be submitted in writing following Warmup’s procedures.

6. Limitation of Liability

To the fullest extent permitted by law:

IN NO EVENT SHALL WARMUP BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, PUNITIVE, DELAY, LOST-PROFIT, OR LABOR COST DAMAGES, including without limitation:

• • Replacement labor or installation costs
• • Rental equipment
• • Loss of revenue or business interruption
• • Loss of use or delay damages
• • Damage to structures, flooring, finishes, or site conditions

Warmup’s total cumulative liability related to any product shall not exceed the purchase price actually paid for the product giving rise to the claim.

7. Indemnification

Buyer agrees to defend, indemnify, and hold harmless Warmup and its officers, directors, employees, agents, and affiliates from any and all claims, damages, liabilities, costs, attorney fees, and losses arising from:

• • Improper installation or product misuse
• • Site or environmental conditions
• • Code or regulatory violations
• • Failure to follow instructions or industry standards
• • Third-party claims relating to installation or performance

8. Authorized Resale & Online Sales

Warmup products may only be sold through approved brick-and-mortar resellers. Online sales require explicit written authorization. Warmup may demand immediate removal of unauthorized listings.

9. Governing Law, Venue & Dispute Resolution

These Terms shall be governed by and interpreted under the laws of the State of Connecticut, without regard to conflict-of-law principles.

All disputes shall be resolved exclusively in the state or federal courts located in Fairfield County, Connecticut, and Buyer irrevocably submits to jurisdiction and venue there.

Before litigation, the parties agree to good faith mediation, at Buyer’s expense, using a mutually agreed mediator.

10. Force Majeure

Warmup is not liable for delays or inability to perform caused by conditions beyond its control, including natural disasters, supply chain disruptions, labor shortages, government actions, or carrier failures.

11. Modification of Terms

Warmup may modify these Terms at any time without notice. The current version is available at warmup.com.

Acceptance

Placement of an order constitutes full acceptance of these Terms & Conditions. In the event a purchase order is sent the terms on said purchase order will not override these terms and conditions unless the purchase order specifically references these terms and conditions.