Last Updated: 07/01/2025
Bailey International LLC and their affiliates and subsidiaries (“Bailey,” “we,” “us,” or “our”) respect your privacy. This Privacy Notice (“Notice”) describes the processing of Personal Information (defined below) that is provided, collected, or disclosed while providing our products or services to you (collectively, “Services”) and on the websites, applications, and online platforms that link to this Notice (collectively, “Site”). It also describes rights you may have under applicable laws.
Please read this Notice carefully to understand our policies and practices regarding your Personal Information and how we will treat it.
Personal Information We Collect
We collect several categories of Personal Information from and about users of our Site and Services. “Personal Information” means information that uniquely identifies, relates to, describes, or is reasonably capable of being associated with or linked to you. The categories of Personal Information we collect may include:
To the extent permitted by applicable law, we use Personal Information:
If you are applying for employment with us, we also use Personal Information to process your job application, to verify the information you have provided in your application, conduct interviews, perform background and reference checks, to communicate with you and answer your questions, to confirm your eligibility for employment, and improve our recruiting processes. We may also save your Personal Information for future employment opportunities with us.
We may disclose aggregated information about our users, and information that does not identify any individual, without restriction.
We may disclose your Personal Information with your consent or in the following circumstances:
Cookies and Other Tracking Technologies
We and our service providers may use cookies and similar technologies to collect usage and browser information about how you use our Site. The technologies we use for this automatic data collection may include cookies and web beacons that permit us to verify system and server integrity and generate statistics around the popularity of certain content. We process the information collected through such technologies, which may include or be combined with Personal Information, to help operate certain features of our Site, to enhance your experience through personalization, and to help us better understand the features of our Site that you and other users are most interested in.
Website Delivery and Appearance – We may use third party providers to enable certain customer interaction opportunities, content delivery (like audio or video), or other service capabilities. Examples include, but are not limited to, the following functionality:
Website Analytics and Session Replay – We use analytics and session replay services, that use cookies and other technologies that collect your Personal Information, to assist us with analyzing our Site traffic and site usage to optimize, maintain, and secure our Site and inform subsequent business decisions (including, e.g., advertising). These include, but are not limited to, the following third-party services:
Interest-Based Advertising – We may also allow or enable third parties to collect Personal Information to provide their interest-based advertising on behalf of our products and services, or their own. Interest-based advertising occurs when advertisements are shown to you based on information collected from your online interactions over time and across multiple websites, devices, or online services that you visit or use. Some companies may engage in cross-context behavioral advertising to predict your preferences and show you advertisements that are most likely to be of interest or relevant to you.We do not control these third parties' collection or use of your information for these purposes, or the opt-out options they may individually offer you via their terms, conditions, and privacy policies. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. Examples of the third-party service providers we engage to serve interest-based advertisements include Google Ads (including Google Customer Match and DoubleClick), Meta Ads (including Meta Pixels and Facebook advertising services), and LinkedIn marketing solutions (including LinkedIn Ads and Analytics).
Selling or Sharing Personal Information – While we do not sell Personal Information in exchange for monetary consideration, we do share Personal Information for other benefits that could be deemed a “sale” or “sharing” under various data protection laws, because they are sometimes broadly defined to include activities such as the delivery of interest-based advertising on websites or allowing third parties to receive certain information, such as cookies, IP address, and/or browsing behavior. We similarly engage in interest-based advertising when we use data about your activities on our Site to serve you ads on websites owned or controlled by third parties. It is in this context that we have provided advertising networks, data analytics providers, social networks, and video sharing platforms with Personal Information such as your IP address, device information, Internet and other electronic network activity information, and geolocation information in the last twelve months.
Cookie Choices – To manage your preferences with respect to these technologies, you can:
We retain your information for as long as needed: (i) to conduct business with you; (ii) fulfill the purposes outlined in this policy; and (iii) to comply with our legal obligations, resolve disputes, and enforce any agreements.
Criteria we will use to determine how long to retain your Personal Information include the nature and length of our business relationship with you; our legal rights, obligations, and retention requirements; and if we have an ongoing business purpose for retaining your Personal Information, such as communicating with you about ongoing or prospective Services you requested.
Links to Third-Party Websites
We are not responsible for the practices employed by any websites or services linked to or from our Site, including the information or content contained within them. We encourage you to investigate and ask questions before disclosing Personal Information to third parties, since any Personal Information disclosed will be handled in accordance with the applicable third party’s privacy policy.
In some cases, we offer links to social media platforms (like Facebook, LinkedIn, and YouTube) that enable you to easily connect with us or share information on social media. Any content you post via these social media pages is subject to the Terms of Use and Privacy Policies for those platforms.
We may also integrate with other websites to provide enhanced services, technological capabilities, or resources for you. These plug-in services and capabilities are governed by the terms, conditions, and policies of the underlying companies. Some of the integrations we currently offer include the ability to view our business and/or provider profiles on platforms like Facebook, including the customer reviews publicly posted there. This hyperlinked content (including any embedded customer reviews) is governed according to the privacy policies for each platform, and the links to these external websites and services provided for your convenience.
If you are visiting our Site from outside of the United States, please note that our Site is hosted in the United States. Where permitted by applicable law, we may transfer the personal data we collect about you to the United States and other jurisdictions that may not be deemed to provide the same level of data protection as your home country, as necessary for the purposes set out in this Policy.
We have implemented commercially reasonable measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration, and disclosure. Unfortunately, the transmission of information via the internet is not completely secure. despite these efforts to store Personal Information in a secure environment, we cannot guarantee the security of Personal Information during its transmission or its storage on our systems.
Exercising Your Privacy Rights
Depending on where you live, you may have the following rights with respect to your Personal Information under applicable data protection laws:
To exercise any of the privacy rights afforded to you under applicable data protection laws, e-mail us at privacy@baileyhydraulics.com, call us at 450-628-6644 ext: 300, or submit a request through our web form. You may also exercise your opt out rights by broadcasting an Opt-Out Preference Signal, such as the Global Privacy Control (GPC). We honor Opt-Out Preference Signals, including GPC. If you choose to use an Opt-Out Preference Signal, you will need to turn it on for each supported browser or browser extension you use.
You will not be discriminated against in any way by virtue of your exercise of the rights listed in this Notice. However, should you withdraw your consent or object to processing of your Personal Information, or if you choose not to provide certain Personal Information, we may be unable to provide some, or all, of our Services to you.
Only you, or an authorized agent that you authorize to act on your behalf, may make a request related to your Personal Information. We must verify your identity before fulfilling your requests, and if we cannot verify your identity, we may request additional information from you. If you are an authorized agent making a request on behalf of another person, we will also need to verify your identity, which may require proof of your written authorization or evidence of a power of attorney. We endeavor to respond to requests within the time period required by applicable law. If we require more time, we will inform you of the reason and extension period in writing.
We do not charge a fee to process or respond to your requests unless they are excessive or repetitive. If we determine that a request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request. We may deny certain requests, or only fulfill some in part, as permitted or required by law. If you are not satisfied with the resolution of your request and you are afforded a right to appeal such decision, you will be notified of our appeal process in our response to your request.
Children’s Privacy
We do not knowingly collect or solicit any Personal Information from children, as defined under applicable law, without verified written parental consent, and we have no actual knowledge of selling such Personal Information of minors under 16 years of age. If we learn that we have collected Personal Information from a child, we will promptly take steps to delete that information. If you believe we might have any information from or about a child, please contact us at privacy@baileyhydraulics.com.
This section provides additional information regarding Bailey’s practices pursuant to the California Consumer Privacy Act of 2018 and its implementing regulations, as amended by the California Privacy Rights Act (“CCPA”), where “Personal Information” has the definition set forth in the CCPA.
Please see the below chart for detailed information about the categories of Personal Information we have collected from California residents during the twelve months preceding the date on which this Notice was last updated and the categories of third parties to whom we sell or share Personal Information. For each category of Personal Information set forth in the chart below, the categories of third parties to whom we disclose it for a business or commercial purpose are set forth in the How We Disclose Personal Information section above.
California Shine the Light – Under California Civil Code Section 1798.83, individual customers who reside in California and who have an existing business relationship with us may request information about our disclosure of certain categories of Personal Information to third parties for the third parties’ direct marketing purposes, if any. To make such a request, please contact us at privacy@baileyhydraulics.com. Please be aware that not all information sharing is covered by these California privacy rights requirements and only information on covered sharing will be included in our response. This request may be made no more than once per calendar year.
Changes to this Notice
Please note that we may modify or update this Notice from time to time, so please review it periodically. If we make material changes to how we treat Personal Information, we will notify you according to applicable law. Unless otherwise indicated, any changes to this Notice will apply immediately upon posting to our Site. You are responsible for periodically visiting our Site and this Notice to check for any changes.
Contact Us
If you have any questions about our practices or this Notice, please contact us at privacy@baileyintl.com. Individuals with inquiries can also contact Bailey’s privacy officer at this email address.
1. Applicability
1.1. Bailey International, LLC, Hydrolico International Inc., and Sure Grip Controls Inc.,(collectively, "Bailey," "we," "us," or "our") have created these Terms and Conditions("Terms") governing the sale of our Products. These Terms are subject to change byBailey without prior written notice at any time, in our sole discretion. Any changesto these Terms will be in effect as of the "Last Updated Date" referenced on theseTerms; provided that, the Terms in effective as of Bailey’s acceptance ofCustomer’s Purchase Order shall apply to such order.
1.2. By ordering any Products (defined below) from Bailey, Customer (defined below)agrees to these Terms, which, along with any and all Purchase Order(s) (definedbelow) and any and all Product Specifications (defined below) provided or signedby customer and accepted by Bailey and our Privacy Policy, collectively form alegally binding and enforceable agreement by and between Bailey andCustomer. Our Privacy Policy is available at baileyintl.com, and is incorporatedinto these Terms by reference, as if fully restated herein.
1.3. By placing an order for Products with Bailey, Customer represents and warrantsthat Customer has the authority to enter into a legally binding agreement on behalfof any entity or other individual that Customer represents.
2. Definitions
2.1. "Purchase Order" shall mean any documents titled "Purchase Order" and any other affirmation of order request, including signed drawings, web orders, fax orders, email orders, letters, and telephone confirmations for the purchase of our Products.
2.2. "Customer" shall mean the named customer on any Purchase Order or master supply agreement for any Product and shall include individuals and any company or other person that such individual represents.
2.3. "Products" or a "Product" shall refer to all components manufactured or distributed by Bailey, all other goods purchased by Bailey for resale, and all services provided by Bailey in connection with any Products.
2.4. "Product Specifications" shall mean all descriptions, documents, images, drawings, manuals, instructions, and warnings that in any manner describe or specify the design, function, appearance, materials, purpose, operation, maintenance, disposal, disassembly, or demolition of any Product provided by Bailey.
3. Product Pricing
3.1. All Products will be invoiced according to Bailey’s current price schedule in effect at the time of order, and all price schedules are subject to change in Bailey’s sole discretion. C.O.D. charges may be added to the price at Bailey’s sole discretion. Prices are exclusive of taxes. All sales, use, excise, property, occupational, and other applicable taxes shall be charged to Customer and remitted by Customer to Bailey. If Customer claims exemption from any tax, Customer shall provide written evidence of exemption and indemnify and hold Bailey harmless for any such tax, interest, and penalties thereon. Products may be further subject to import taxes, customs tariffs, and/or fees levied by government regulations, and we have no control over these charges. These charges are the Customer’s responsibility and will be additional charges unless otherwise stated.
3.2. All prices are subject to change without notice. Bailey reserves the right to correct any website or catalog printing errors. Mixing of Product quantities to obtain volume discounts is permitted only on certain Products and shall be at Bailey’s sole discretion.
3.3. Bailey reserves the right to charge a non-refundable deposit for custom-manufactured products and/or special ordered products. These deposits are to be paid before Bailey commences production. If Customer attempts to cancel or terminate an order for a custom manufactured or special ordered Product, Bailey shall retain the deposit as liquidated damages and not a penalty, in addition to any other claims that it may have for damages for any cancellation or termination.
4. Payment
4.1. Unless otherwise agreed by Bailey in writing when an order is placed, payment for all Products is due before shipment and in any event, within 30 days after Customer’s receipt of an invoice. Any credit terms are subject to prior written approval of Bailey's accounting department. Unless agreed upon in advance, payments shall be due and payable to Bailey using one of the methods and terms indicated on the sales order or invoice issued by Bailey.
4.2. Payment of Invoice by Credit Card: Invoice payments by Credit Card are accepted and subject to a 3% Processing Fee, where applicable by law. Credit Card payments can be made online by logging into your account or by calling 1-800-800-1810 and asking for the Accounting Department.
4.3. Shipments, deliveries, and performance of work shall always be subject to the approval of Bailey’s credit department. Bailey may withhold or delay the manufacture and/or shipment of subsequent Products or cancel or terminate outstanding orders due to late payments by Customer. Customer shall reimburse Bailey for all damages incurred by Bailey because of such delay, cancellation, or termination. Invoices not paid per their terms shall incur a finance charge of the lesser of one percent (1%) or the maximum lawful rate of Customer’s total unpaid balance per month.
5. Shipment
5.1. All Products will be delivered F.O.B. point of shipment from Bailey. Bailey will determine the method of shipment and routing unless a prior written agreement between Bailey and Customer is in place. All shipping and delivery dates provided by Bailey are approximate. Bailey shall not be responsible for any delays in the delivery of any Product for any reason or any cost associated therewith. Bailey shall not be responsible for handling or other transportation or accessorial charges.
5.2. Customer bears all risk of loss of Products upon delivery by Bailey to the carrier or upon pickup by Customer at a Bailey facility. Customer shall be responsible for filing and pursuing claims with carriers for loss or damage to Products in transit. Customer shall obtain transportation permits as and when required.
5.3. Bailey may deliver Products in more than one lot and invoice each separately. Any request by Customer to cancel any part of an order before delivery shall be made in writing. Customer shall pay the total cost for completed custom orders, special orders, and stocked custom components. Items held at Bailey at Customer request or because of default by Customer shall incur a warehousing fee of five percent (5%) per month of the total Purchase Order amount. Any orders shipped by Bailey and refused by Customer will be handled as a returned Product shipment. Special orders, custom Products, and custom components may not be canceled. Bailey may, without prejudice to any other rights or remedies, terminate any Customer orders or defer shipment upon the occurrence of any of the following: (i) Customer fails to pay any sums owed to Bailey when due, (ii) Customer’s financial condition is unsatisfactory to Bailey, in our sole discretion, (iii) Customer fails to comply with any applicable law, rule or regulation, or (iv) Customer fails to comply with these Terms, the Privacy Policy, or any other agreement with Bailey.
6. Returns
6.1. If you're unsatisfied with your purchase of standard products from Bailey, we will accept a return of the standard products for a credit in the amount described in Section 7.3 below, provided that such return is made within 45 days of shipment. Please note that returns after 15 days will incur a restocking charge of 20%, and any returns made after 45 days cannot be accepted. Special orders and custom products are sold on a "Final Sale" basis. Gas and diesel-powered products cannot be returned after being used or having fluids added to them. No cancellations, returns, or refunds for credited products are allowed. Shipping and handling charges are non-refundable.
6.2. For your convenience, you can request a return by contacting our Bailey Customer Service Team at baileyintl.com for a return merchandise authorization number (RMA) and further instructions. Returns will only be accepted with prior authorization and a RMA number, and Products must be unused and in their original condition. Bailey is not responsible for damages to returned items. Customer is responsible for all shipping and handling charges on returned Products and Customer shall assume all risks associated with returning any Product. Customers are encouraged to insure return packages and ship the returned items in the original packaging. Customer will incur charges if products must be restored to their original condition at our facility or if accessories or parts are not returned.
6.3. For standard products a credit, if due, will be issued based upon the lesser of the original invoice price or current selling price and in the original form of payment only less the original shipping and handling costs. All returns of non-current or unsaleable products for which Bailey may refuse to issue credit are subject to repair (parts and labor charges) if Bailey chooses to repair them. Customers who return items containing hydraulic oil will be subject to a $50 disposal fee and may cause Bailey to refuse to issue a credit, as the items will not be in their original condition.
6.4. Once you have received a return merchandise authorization number (RMA) for your return, please ship the merchandise and a copy of the invoice or packing slip freight prepaid via FedEx or UPS to the address provided in the RMA information package.
6.5. If the product is defective within the warranty period, please get in touch with us immediately through baileyintl.com so we may assist you with a warranty return.
7. Custom Products
7.1. Bailey may elect to prepare one (1) or more drawings for custom Product design on behalf of Customer based on the Customer's input. Bailey will provide a copy of any such drawings to Customer as an offer to manufacture a custom Product per the drawings. To accept Bailey’s offer, Customer must sign and return the drawings to Bailey as instructed. Customer’s signature of any such drawings shall constitute verification by Customer that Bailey’s design of the custom Product meets Customer’s requirements. If Customer provides one (1) or more of Customer’s own drawings for Bailey’s manufacture of a custom Product, Bailey may make any necessary modifications in accordance with Bailey’s design and manufacturing capabilities and thereafter provide Customer with drawings approved by Bailey for Customer’s acceptance and signature. Drawings signed by Customer according to the provisions of this section ("Signed Drawings") shall become part of these Terms concerning the applicable Products without regard to the original provider of such drawing(s) or whether Bailey or Customer makes any modifications thereto. Bailey will retain all intellectual property rights and ownership used to create, embodied in, used in and otherwise related to the custom Product designs (including drawings).
7.2. Once Bailey receives Signed Drawings, Bailey will not change any Key Attribute (defined below) of a custom Product design without obtaining Customer’s consent. Customer’s consent to any such changes will be in the form of Customer’s signature of updated Signed Drawing(s). Once Bailey receives Signed Drawings, the Customer must request any changes to any Key Attribute of the custom Product’s design by providing to Bailey or requesting that Bailey provide updated drawing(s) that reflect such proposed or requested modifications to the design for Customer’s signature. Bailey’s acceptance of any updated drawings will be communicated to Customer in writing. As used herein, "Key Attribute" includes bore diameter, stroke, retract, and mounting. Bailey may elect but is not required, to allow Customer to designate in writing one (1) or more attributes of a custom Product’s general look, design, dimensions, or other attributes as a Key Attribute for these Terms.
7.3. Bailey reserves the right to allow or make changes to any attribute of a custom Product, other than a Key Attribute, as is reasonably necessary for Bailey’s manufacture of such Product per Bailey’s design, materials supply, and manufacturing capabilities. Notwithstanding the foregoing, Bailey reserves the right to allow or make changes to any custom Product, including a Key Attribute and its associated Signed Drawings, without obtaining Customer consent for any custom Product for which Customer signed the Signed Drawings.
7.4. Customer is fully responsible for the design, quality, and functionality or lack thereof of any custom Products. Bailey bears no responsibility related to Customer or end user operation or use of any such custom Product. All drawings, special tools, dies, patterns, jigs, and fixtures created, purchased, or provided by Bailey shall be and remain Bailey’s sole property, and Customer shall have no right thereto.
7.5. Bailey may design and/or procure parts, on behalf of the Customer, to be used in the manufacture of Customer’s custom Products. If these parts are deemed to be obsolete, no longer required or otherwise not useable, Customer will be responsible to reimburse Bailey for the cost of the remaining inventory of parts.
8. Limited Warranty; Disclaimers of Warranties
8.1. Unless otherwise specified, Bailey warrants Products manufactured by Bailey for one (1) year from the date of invoice against operational failure solely to the extent caused by defective materials or workmanship, provided that: (a) such failure occurs during use of the Product in conformance with the Product Specifications provided by Bailey, and (b) there has been no disassembly, damage during shipment, abuse, misuse, misapplication, maintenance, alteration, or improper installation or maintenance or repair of the Product. Warranty coverage is conditioned upon Customer: (a) advising Bailey in writing of the warranty claim within fifteen (15) days of the alleged operational failure, (b) obtaining from Bailey warranty personnel a Warranty Case # and location for return of the Product, (c) complying with all applicable procedures and instructions from Bailey regarding the return of Product, (d) providing to Bailey a complete written report of the circumstances of the claimed operational failure of the Product, and (e) providing Bailey a reasonable time to inspect the Product and investigate the claim.
8.2. Bailey’s only obligation under this Limited Warranty shall be as follows: If Bailey determines, in its sole judgment, that an operational failure has occurred in a Product manufactured by Bailey, that the Product was being appropriately used, and that such operational failure was caused solely by defective materials or workmanship, Bailey will, at its sole option, either refund the price paid by Customer for the Product or replace the Product or part and pay shipping charges incurred as a result thereof for the lowest round-trip transportation charges from Customer’s location to a designated Bailey location for return. Customer expense(s) incurred to return the product to a designated Bailey location will not be reimbursed for any warranty-related returns that do not result from an operational failure, as determined by Bailey.
8.3. Bailey does not warrant or provide engineering advice on the suitability of any Product for the Customer’s application or use. Customer is solely responsible for determining whether any Product meets Customer’s needs and for compliance with all applicable laws, ordinances, regulations, rules, and standards relating to the installation, maintenance, use, disassembly, demolition, and disposal of each Product.
8.4. THE FOREGOING CONSTITUTES THE EXCLUSIVE REMEDY OF CUSTOMER AND THE EXCLUSIVE LIABILITY OF BAILEY. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESSED OR IMPLIED. ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES NOT SPECIFICALLY PROVIDED FOR HEREIN ARE HEREBY SPECIFICALLY EXCLUDED, EXPRESSLY DISCLAIMED, AND SHALL NOT APPLY UNDER ANY CIRCUMSTANCES. THE SALE OF BAILEY PRODUCTS UNDER ANY OTHER WARRANTY OR GUARANTEE IS NOT AUTHORIZED.
8.5. ANY PRODUCT SOLD BY BAILEY THAT IS NOT MANUFACTURED BY BAILEY SHALL BE SOLD "AS-IS" AND "WITH ALL FAULTS". AS TO ANY SUCH PRODUCT, BAILEY EXCLUDES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR MEASURE OF SERVICE OR SUITABILITY.
8.6. Many Products Bailey sells are manufactured by third parties and warranted by their respective manufacturers. Any third-party warranty for any item in Bailey’s printed catalog or website may be obtained from the Bailey Warranty Department.
9. Restrictions on Use in High-Risk ApplicationsWARNING: NOT FOR USE IN HIGH-RISK APPLICATIONS.
The products sold by Bailey are not designed, authorized, or warranted for use in: aircraft or aviation systems (including unmanned aerial vehicles); aerospace; life-support or medical devices; nuclear facilities; weapon systems, or any other application where product failure could lead to loss of life, serious personal injury, catastrophic property damage, or severe environmental harm (collectively, “High-Risk Applications”). Customer agrees not to use or permit others to use Bailey products in any High-Risk Applications without obtaining the prior written consent of an officer of Bailey. Any such use is strictly prohibited and done at Customer’s own risk. Customer shall fully indemnify, defend, and hold harmless Bailey and its affiliates from and against any and all claims, losses, damages, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with such unauthorized use.
10. Limitation of Liability
10.1. UNDER NO CIRCUMSTANCES, WHETHER ALLEGED AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WILL BAILEY BE RESPONSIBLE TO CUSTOMER, OR ANY THIRD PARTY, FOR ANY SPECIAL, DIRECT, INDIRECT,CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER DAMAGES OF ANY KIND,INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE, OR CLAIMS FOR PERSONAL INJURY OR DAMAGE TO PROPERTY, REGARDLESS OF FAULT OR CAUSE, EVEN IF BAILEY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BAILEY BE LIABLE TO CUSTOMER FOR ANY AGGREGATED AMOUNT IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCT(S) FOR WHICH A CLAIM IS MADE. CUSTOMER SHALL NOT BACK CHARGE, COUNTERCLAIM, OR SET-OFF ANY CLAIMS AGAINST PAYMENTS DUE ON 8 / 11 Released: July 21th, 2025ITS ORDERS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS BETWEEN BAILEY AND CUSTOMER. BAILEY’S PRICING REFLECTS THIS ALLOCATION OF RISK AND, BUT FOR THIS ALLOCATION AND LIMITATION OF LIABILITY, BAILEY WOULD NOT HAVE ENTERED INTO ANY AGREEMENT WITH CUSTOMER FOR THE SALE OF PRODUCTS. THE TERMS OF THIS SECTION SHALL ALSO APPLY TO ANY SUPPLY AGREEMENT AND ANY ASSOCIATED SUPPLY PLAN(S) BETWEEN BAILEY AND CUSTOMER.
11. Intellectual Property
11.1. Bailey’s exclusive liability for infringement of patents, trademarks, copyrights, trade dress, trade secrets, or similar rights, and Customer’s exclusive remedy for such infringement shall be as follows: Bailey shall defend and indemnifyCustomer, including retaining legal counsel selected by Bailey, with respect to any legal proceeding instituted against Customer by a third party for an infringement ofU.S. or Canadian patents, trademarks, copyrights, trade dress and trade secrets("Intellectual Property Rights") resulting solely from Bailey’s sale of Products that are designed and manufactured solely by Bailey. Customer shall cooperate fully with Bailey in the defense and shall take no position adverse to Bailey’s defense of such action. The foregoing undertaking shall not apply unless Bailey shall have been informed in writing as soon as practicable by Customer of any infringement claim and shall have been given the opportunity to consent to and assume the defense thereof. Bailey shall have the right to settle any such claim as mutually agreed to by Bailey and Customer.
11.2. Notwithstanding the foregoing, Bailey shall have no obligation to defend or indemnify Customer for claims of infringement based upon: (i) information or designs provided or specified in whole or part by Customer, (ii) infringements resulting from the modification of a Product, (iii) combination or use in a system of any Product, or (iv) with respect to Products not manufactured solely by Bailey. To the extent that any Product furnished under these Terms is made in accordance with drawings, samples, manufacturing specifications, or other information or content provided by Customer, Customer shall indemnify and hold Bailey harmless from any and all damages, costs, and expenses arising from a claim that suchProduct manufactured by Bailey at the direction and design of Customer, in whole or part, or the use thereof, infringes any patent rights, foreign or domestic. Customer agrees at its own expense to undertake the defense of any such suit against Bailey or reimburse Bailey for its costs and expenses of defense, including, without limitation, all attorney’s fees, costs, and expenses, in Bailey’s discretion, brought upon such claim or claims, in addition to any other obligations ofCustomer as set forth herein. Any such suit may only be settled with the agreement of Bailey.
12. Entire Agreement; Assignment.
12.1. These Terms, including, without limitation, any related Product Order(s) andProduct Specifications as applicable and the Privacy Policy, represent the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all other prior agreements, understandings, and communications, whether oral or written. Customer may not assign any right or duty arising under these Terms, any Purchase Order(s), or Product Specifications, in whole or in part, without Bailey’s prior written consent.
13. No Waiver
13.1. Failure by either party to require performance by the other, or to claim a breach of these Terms, will not waive any right accruing under these Terms, nor will it affect any subsequent breach hereof, limit the effectiveness of any provision of these Terms, or prejudice either party in any subsequent action to enforce strict compliance with these Terms as to such breach or any subsequent breach.
14. Severability
14.1. If, for any reason, any provision of these Terms is held invalid, such invalidity shall not affect any other provision of these Terms not held so invalid, and each such other provision shall, to the full extent consistent with law, continue in full force and effect. If any provision of these Terms shall be held invalid in part, such invalidity shall in no way affect the rest of such provision, and the rest of such provision, together with all other provisions of these Terms, shall continue in full force and effect to the full extent consistent with the law.
15. Survival
15.1. All provisions of these Terms which by their nature should reasonably survive termination shall survive termination, including, without limitation, provisions related to payment, intellectual property rights, warranty disclaimers, indemnity, and limitations of liability.
16. Force Majeure
16.1. Notwithstanding any other provision herein to the contrary, neither party shall be liable for any failure of or delay in performance of its obligations (except for payment obligations) under these Terms to the extent such failure or delay is due to acts of God, acts of a public enemy, fires, floods, power outages, wars, civil disturbances, epidemics, pandemics, sabotage, terrorism, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees’ demands are reasonable and/or within the party’s power to satisfy), failure of common carriers, Internet Service Providers, or other 10 / 11Released: July 21th, 2025communication devices, acts of cyber criminals, terrorists or other criminals, acts of any governmental body (whether civil or military, foreign or domestic), failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, inability to obtain labor, materials, power, equipment, or transportation, or other circumstances beyond its reasonable control (collectively referred to herein as "Force Majeure Occurrences"). Any such delays shall not be a breach of or failure to perform these Terms or any part thereof, and the date on which the obligations here under are due to be fulfilled shall be extended for a period equal to the time lost as a result of such delays. Neither party shall be liable to the other for any liability claims, damages, or other loss caused by or resulting from any Force Majeure Occurrences.
17. Notice
17.1. Unless otherwise provided for herein, any notice required or permitted to be given pursuant to the provisions of these Terms shall be in writing and shall be deemed to have been given when (a) personally delivered or (b) registered mail received. In each case, such notice shall be delivered or addressed in accordance with the contact information listed on the Customer’s account for placing orders with Bailey (in the case of Customer) as otherwise provided for herein or otherwise agreed to by the parties in writing.
18. Indemnification
18.1. CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD BAILEY AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY LOSSES, COSTS, EXPENSES(INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND EXPENSES,PARALEGAL FEES, EXPERT WITNESS FEES, AND OTHER COSTS OF LITIGATION),DEMANDS, CLAIMS, LIABILITIES, CAUSES OF ACTION OR DAMAGES OF ANY KINDOR CHARACTER, ARISING OUT OF OR IN ANY MANNER RELATING TO: (A) ANY MISUSE, ALTERATION, MODIFICATION OR MISAPPLICATION OF ANY PRODUCT(S),(B) USE OF ANY PRODUCT(S) OTHER THAN IN ACCORDANCE WITH BAILEY’S INSTRUCTIONS AND SPECIFICATIONS; (C) ANY VIOLATION OF ANY FEDERAL,STATE OR LOCAL LAWS, RULES OR REGULATIONS; OR (D) ANY BREACH OF ANYOF THE TERMS SET FORTH HEREIN OR OTHER DEFAULT UNDER ANY CUSTOMER AGREEMENT WITH BAILEY.
19. Limitation of Actions
19.1. Any legal action, claim, or demand by Customer or any third party arising out of the sale of any Product or in any way related to the Customer’s purchase of anyProduct shall be barred if not filed within one (1) year from the date of the accrual of the Customer’s cause of action.
20. No Third-Party Beneficiaries
20.1. Except as expressly set forth herein, these Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature what so ever, under or by reason of these Terms.
21. Governing Law
21.1. For sales made by Bailey International, LLC: these Terms shall be governed in all respects by the internal laws of the State of Tennessee, U.S.A. and any legal action in connection with these Terms between Bailey International and theCustomer and/or any Product sold to Customer shall be filed in a court of competent jurisdiction in Knox County, Tennessee, U.S.A., or in the United StatesDistrict Court for the Eastern District of Tennessee in Knoxville, Tennessee, U.S.A.Each party expressly submits and consents to the jurisdiction of such courts and waives any objection that it may have to any action or proceedings brought in such court and any claim that such action or proceeding brought in such court has been brought in an inconvenient forum. Process in any such action or proceeding may be served anywhere in the world.
21.2. For sales made by Sure Grip Controls, Inc.: these Terms shall be governed in all respects by the laws of the Province of British Columbia, Canada. Any legal action in connection with the Agreement between Sure Grip and the Customer and/or any Product sold to Customer shall be filed in a court of competent jurisdiction in Victoria, British Columbia, Canada. Each party expressly submits and consents to the jurisdiction of such courts and waives any objection that it may have to any action or proceedings brought in such court and any claim that such action or proceeding brought in such court has been brought in an inconvenient forum. Process in any such action or proceeding may be served anywhere in the world.
21.3. For sales made by Hydrolico International, Inc.: these Terms shall be governed in all respects by the laws of the Province of Quebec, Canada. Any legal action in connection with the Agreement between Hydrolico and the Customer and/or any Product sold to Customer shall be filed in a court of competent jurisdiction in Montreal, Quebec, Canada. Each party expressly submits and consents to the jurisdiction of such courts and waives any objection that it may have to any action or proceedings brought in such court and any claim that such action or proceeding brought in such court has been brought in an inconvenient forum. Process in any such action or proceeding may be served anywhere in the world.