Terms
of Use

Code Red operates as a business-to-business industrial sourcing company. The website is intended for business and professional users seeking industrial automation, electrical, controls, maintenance, or related sourcing assistance.

You represent that information you submit is accurate to the best of your knowledge and that you are authorized to make the inquiry on behalf of yourself or your organization.

Website descriptions, parts listings, images, service explanations, availability indicators, turnaround language, or other content are provided for general information and business inquiry purposes.

Unless Code Red expressly states otherwise in a written quote, order acknowledgment, invoice, or separate written agreement, website content is not a binding offer to sell, not a guaranteed availability commitment, and not engineering, installation, legal, or procurement advice.

A quote request, contact form, upload, email, phone inquiry, or portal submission is a request for review only. It does not create a purchase obligation for you or a supply obligation for Code Red.

Code Red may accept, reject, request clarification on, or decline any RFQ or sourcing request in its discretion.

Quotes may be based on supplier availability, daily market checks, current condition disclosures, freight assumptions, and other information available at the time of quote.

Availability, pricing, warranty terms, condition, and lead time can change until Code Red confirms the order and procurement is released.

A quote is valid only for the time period stated in the quote. If no period is stated, Code Red may revise or withdraw it at any time before written acceptance and funding confirmation.

Code Red is an independent industrial sourcing company. Unless expressly stated in writing for a specific transaction, Code Red is not an authorized distributor, authorized reseller, agent, partner, or representative of Rockwell Automation, Allen-Bradley, Siemens, or any other original equipment manufacturer or brand owner.

Manufacturer names, brand names, part numbers, logos, and trademarks appearing on the website are used only to identify products, compatibility, or sourcing requests. All third-party trademarks belong to their respective owners.

Depending on the sourcing path and the quote, products may be new factory-sealed, new surplus, unused surplus, refurbished, repaired, remanufactured, used, pulled from service, or another condition described in the transaction documents.

Code Red intends to disclose the quoted product condition and relevant sourcing assumptions before sale. By approving a quote or order, the customer accepts the condition, source type, warranty description, and limitations stated in the quote, invoice, or order documentation.

Customers are responsible for reviewing:

• →Part numbers, catalog numbers, manufacturer names, revision or series information
• →Firmware compatibility where relevant
• →Voltage and electrical ratings
• →Mounting or form factor requirements
• →Application fit and all other technical details before approval

If a customer requires authorized-channel only, factory-sealed only, specific documentation, specific warranty terms, or any other procurement restriction, that requirement must be stated before quote acceptance.

Code Red helps source requested items and may help identify commercially relevant product details. Code Red does not act as the customer's engineer, installer, system integrator, plant safety authority, or design professional.

The customer remains responsible for determining whether any product is appropriate, compatible, safe, compliant, and approved for the customer's specific machine, process, facility, or regulated environment.

Code Red does not place supplier purchase orders or release procurement solely because a customer submits an RFQ, verbally approves a quote, or sends a purchase order.

Procurement may begin only after Code Red confirms that funding is secured in a manner acceptable to Code Red. Funding may include full payment, a required deposit, approved third-party terms, accepted supplier-backed terms, or another written funding arrangement accepted by Code Red.

A customer purchase order by itself does not constitute secured funding unless Code Red expressly agrees in writing that it is sufficient for that transaction.

Customers agree to pay all amounts stated in the accepted quote, invoice, checkout flow, or written order documentation, including applicable product charges, emergency or expedited service charges, payment-processing charges if stated, freight charges, and other disclosed fees.

Customers are responsible for applicable sales, use, excise, or similar taxes unless Code Red receives a valid exemption certificate before invoicing or as otherwise required by law.

Late, reversed, disputed, fraudulent, or failed payments may delay or cancel sourcing activity, shipping, or order release.

Estimated lead times and delivery dates are based on information available from suppliers and carriers at the time communicated. They are estimates unless Code Red expressly states a written guarantee.

Code Red is not responsible for delays caused by suppliers, manufacturers, carriers, customs, payment holds, force majeure events, address errors, or other circumstances beyond its reasonable control.

Freight method, shipping charges, expedited handling, and any available insurance will be addressed in the applicable quote, invoice, or order documentation.

Return rights, cancellation rights, warranty coverage, and RMA procedures are governed by the specific quote, order acknowledgment, invoice, written return authorization, passed-through supplier warranty, manufacturer warranty where applicable, or other written transaction document.

No product may be returned without Code Red's prior written authorization and any required RMA number or return instructions.

Special-order, obsolete, hard-to-find, expedited, final-sale, configured, installed, energized, altered, or otherwise non-returnable items may be non-cancelable and non-returnable where disclosed in the transaction documents.

Where a supplier or written transaction document provides a warranty remedy, Code Red may assist in coordinating the claim, but the remedy may be limited to repair, replacement, credit, or refund as stated in the applicable documents.

If the website offers account or portal access, you are responsible for maintaining the confidentiality of login credentials and for activity occurring through your account.

You may not attempt to access another user's account, interfere with the website, probe its security, scrape or overload its systems, or use it for any unlawful purpose.

You may not use the website to violate law, infringe intellectual property rights, transmit malware, attempt unauthorized access, submit false or misleading requests, harvest data, disrupt the website, or interfere with Code Red's operations.

You may not use Code Red's website, quotes, or services in connection with unlawful export, sanctions violations, prohibited end uses, or any transaction that would violate applicable trade, anti-bribery, fraud, or other laws.

The website design, text, graphics, service descriptions, original content, and other Code Red materials are owned by or licensed to Code Red and are protected by applicable intellectual property laws.

Except as expressly permitted, you may not copy, reproduce, distribute, modify, publish, display, sell, or create derivative works from Code Red website content without prior written permission.

Except as expressly stated in a written quote, order acknowledgment, invoice, warranty statement, or separate signed agreement, the website, its content, sourcing assistance, and any related online functionality are provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, Code Red disclaims all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, and uninterrupted operation.

To the maximum extent permitted by law, Code Red and its owners, employees, contractors, affiliates, and service providers will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost production, lost revenue, plant downtime, business interruption, loss of use, data loss, substitute procurement costs, or reputational harm, arising out of or relating to the website, any quote request, any sourcing communication, or any transaction.

To the maximum extent permitted by law, Code Red's total liability for any claim arising out of or relating to a specific product, service, quote, or transaction will not exceed the amount actually paid to Code Red for the specific product or service giving rise to the claim.

For website-only claims where no amount was paid, Code Red's total liability will not exceed $100.

You agree to defend, indemnify, and hold harmless Code Red and its owners, employees, contractors, affiliates, and service providers from claims, losses, liabilities, damages, judgments, costs, and expenses, including reasonable attorneys' fees, arising from your misuse of the website, violation of these Terms, submission of inaccurate or unauthorized information, violation of law, or infringement of third-party rights.

Code Red may suspend, restrict, or terminate website or portal access at any time if it believes a user has violated these Terms, created legal or security risk, submitted abusive or fraudulent requests, or interfered with Code Red's business operations.

These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-law rules.

Any dispute arising out of or relating to these Terms or the website must be brought in a state or federal court located in Ohio, unless Code Red agrees otherwise in writing or applicable law requires a different forum.

Code Red may update these Terms from time to time. The "Last Updated" date above reflects the current version. Continued use of the website after a posted update means you accept the revised Terms.