Terms and Conditions of Sale
(Last Updated June 1, 2026)
1. Scope. The terms and conditions of sale (“Terms and Conditions”) set forth herein shall apply to all sales of goods (“Products”) by Dunbar Security Products, Inc., a Maryland corporation, and any of its affiliates (collectively, “Dunbar”) to any person or entity (“Customer”). No term or condition of the Customer’s purchase order which is different from, or in addition to, the terms and conditions set forth herein or in any applicable quotation shall be binding on Dunbar unless, and only to the extent, such different or additional terms or conditions are expressly acknowledged and accepted by Dunbar in writing.
2. Purchase of Products. Dunbar agrees to sell to Customer those Products which are more particularly described on one or more purchase orders, to which these Terms and Conditions are appended (individually or collectively as the context may require, the “Purchase Order”).
3. Prices; Terms of Payment.
3.1.Prices. Dunbar hereby agrees to sell and deliver to Customer, and Customer hereby agrees to purchase from Dunbar, the number and type(s) of Products more fully described in the Purchase Order. In addition to the Products Purchase Price for the Products, all applicable packaging charges and all freight, insurance and other charges incurred by Dunbar in connection with shipment shall be charged and invoiced to Customer. All prices quoted are in local currency.
3.2. Taxes. The Products Purchase Price does not include any applicable taxes. Consequently, the amount of any value added tax or any sales, use or similar tax applicable to the sale of the Products or to the use of such Products by the Customer shall be paid by the Customer.
3.3. Payment. Unless otherwise agreed in writing, payment is due within 30 days of the date of invoice. Dunbar may require full or partial payment in advance of shipment, if, in the judgment of Dunbar, the financial condition of the Customer so warrants.
3.4. Late Charges. Past due amounts are subject to a monthly service charge at a rate equal to the lesser of one and one-half percent (1-1/2%) per month or the maximum rate from time to time permitted by applicable law, in Dunbar’s sole discretion.
4. Shipment and Risk of Loss. Products are sold F.O.B. shipping point (Dunbar’s facility), freight collect with all costs invoiced to or absorbed by Customer. Unless otherwise specified in writing by a duly authorized representative of Dunbar, mode of shipment shall be chosen by Dunbar. All transportation, insurance, freight charges, packaging charges and applicable fees are in addition to the Products Purchase Price, and shall be charged to and paid for by Customer. Title and risk of loss shall pass to the Customer upon delivery of the Products to the carrier for shipment to the Customer. In no event shall any loss, damage, injury or destruction of the Products after risk of loss has passed to Customer release Customer from its obligation to make payments required hereunder. Unless otherwise agreed in writing, Dunbar reserves the right to make partial shipments and to submit invoices for partial shipments.
5. Warranties.
5.1. Warranties. Seller warrants that, for a period of six (6) months following delivery, the Products supplied under this Agreement, including deposit bags, deposit tickets, receipt paper, and other treasury-related products (collectively, the "Products"), shall be free from material defects in materials and workmanship under normal use and service, shall conform in all material respects to the specifications or requirements mutually agreed upon by the parties in writing with respect to such Products, and shall be reasonably suitable for the ordinary purposes for which such Products are manufactured and sold. Seller's sole obligation, and Customer's exclusive remedy, for any breach of the foregoing warranty shall be, at Seller's option, repair, replacement, or refund of the purchase price paid for the nonconforming Product. This warranty shall not apply to Products that have been altered, misused, improperly stored, subjected to abnormal operating conditions, or used in a manner inconsistent with applicable instructions or specifications. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED AND DUNBAR EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
5.2. No Guarantee. Customer acknowledges and agrees that the purchase or use of the Products does not guarantee Customer's security or protect against any loss, damage, theft, or harm. CUSTOMER USES THE PRODUCTS AT ITS OWN RISK. Dunbar shall have no liability arising from or related to any security incident, loss, or damage occurring notwithstanding Customer's use of the Products.
6. Attorneys’ Fees. In the event of any dispute between Dunbar and Customer arising out of or related to the Products or these Terms and Conditions (or any other agreement between the Parties related to the Products), including, but not limited to, any dispute concerning Customer’s nonpayment of amounts due and owing hereunder, in addition to any other rights and remedies afforded by these Terms and Conditions and applicable law, Dunbar shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses related to such dispute.
7. Inspection and Acceptance. Customer shall inspect all Products within five (5) business days of delivery ("Inspection Period"). Customer shall notify Dunbar in writing of any claim that Products are damaged, defective, or nonconforming within the Inspection Period. Failure to provide such notice within the Inspection Period shall constitute acceptance of the Products as delivered. Dunbar's sole obligation with respect to any timely-noticed nonconformity shall be to tender a replacement, conforming Product.
8. No Returns. All sales are final. Dunbar does not accept returns of Products except as expressly provided in Section 7 (Inspection and Acceptance) or to the extent a replacement product may be available under the third-party warranties provided under Section 5.1. No Product may be returned without the prior written authorization of Dunbar, which Dunbar may withhold in its sole and absolute discretion.
9. Force Majeure. If Dunbar is prevented from performing its obligations solely by acts of God, fire, floods, war, terrorism, embargoes, epidemics, pandemics, labor disputes, strikes, acts of sabotage, riots, accidents, delays of carriers, delays of subcontractors, delays of suppliers, governmental acts, shortages in materials or manufacturing facilities, or other circumstances beyond the reasonable control and without the fault or negligence of Dunbar, Dunbar shall have the right to cancel Customer’s purchase order in full or in part without liability, other than to return any deposit or prepayment that is unearned by reason of the cancellation.
10. Limitation on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DUNBAR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE PRODUCTS EXCEED THE TOTAL AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO DUNBAR FOR THE APPLICABLE PRODUCTS PROVIDED UNDER THESE TERMS AND CONDITIONS DURING THE IMMEDIATELY-PRECEDING CALENDAR YEAR NOR WILL DUNBAR OR ITS RELATED LEGAL ENTITIES BE LIABLE FOR ANY LOST REVENUES, LOST PROFITS, INCIDENTAL, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
11. Indemnity. Customer shall indemnify, defend and hold harmless Dunbar, its affiliates, and their respective officers, agents and employees from and against any and all losses, liabilities and damages, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with (a) any alleged or actual infringement of patents, trademarks or other intellectual property rights arising out of the combination of the Products with other products, or the use or modification of the Products by Customer; (b) any use of the Products in an unauthorized manner; (c) a violation by Customer of any governmental laws, rules, ordinances or regulations; (d) the negligent acts and/or omissions and/or the willful misconduct of Customer and/or any of its officers, agents or employees; and/or (e) the breach of the provisions of these Terms and Conditions.
12. Intellectual Property Rights. The sale of the Products to Customer shall in no way transfer to Customer any right of ownership in any patents, copyrights, trademarks, technologies, designs, specifications, drawings or other intellectual property incorporated into the Products.
13. Survival. Any provision of these Terms and Conditions that by its nature or context is intended to survive termination or expiration shall so survive, including without limitation provisions relating to warranties, disclaimers, limitation of liability, indemnification, intellectual property, governing law, and dispute resolution.
14. Governing Law / Jurisdiction. These Terms and Conditions, and any disputes arising out of or related to the Products, shall be governed by the laws of the State of Maryland, without regard to conflict of laws principles. Customer irrevocably consents to the exclusive jurisdiction and venue of the courts of Maryland or in the United States District Court for the District of Maryland (if a basis for federal jurisdiction exists) for all matters arising out of or relating to the sale of the Products hereunder.
15. Severability. If any part of these Terms and Conditions is held void or unenforceable, such part, to the extent void or enforceable will be treated as severable, leaving valid the remainder of the Agreement which shall be deemed revised so as to remain enforceable to the greatest extent possible.
16. Headings. Headings used herein are for the convenience of reference and are not intended to limit or modify the express terms hereof.
17. Integration. The terms of the agreement by and between Customer and Dunbar shall be limited to these Terms and Conditions and the Purchase Order to which these Terms and Conditions are appended. These Terms and Conditions and Purchase Order(s) supersede all prior agreements and understandings, whether written or oral, among the parties with respect to the Products (including any purchase order submitted by Customer other than the Purchase Order).
18. Assignment. Customer may not assign any of its rights or delegate any of its duties under these Terms and Conditions without the prior written consent of Dunbar, which Dunbar may withhold in its sole and absolute discretion. Any assignment made in contravention of this prohibition shall be null, void and of no force and effect. Dunbar may freely assign its rights or delegate its responsibilities under these Terms and Conditions. Subject to the foregoing limitations, these Terms and Conditions shall be binding upon and inures to the benefit of the Parties and their respective successors and assigns.
19. Waiver of Jury Trial. CUSTOMER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THE PRODUCTS OR THESE TERMS AND CONDITIONS, OR ANY OTHER MATTER ARISING OUT OF OR RELATED TO ANY OF THE FOREGOING.