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.

Confirmed delivery plan. After a source is located, Code Red may obtain freight information and present one delivery plan in the quote, including the applicable delivery charge and, when available, carrier or service, sourcing lead time, estimated carrier transit, estimated delivery, shipping terms, and whether shipment protection is included. Customer-facing delivery information is based on supplier and carrier information available when the quote is prepared and remains subject to the quote's validity period and the confirmation gates stated in these Terms.

Estimates, not guarantees. Sourcing lead time covers the period required to secure, prepare, test or inspect if applicable, and release the product. Carrier transit ordinarily begins only after carrier pickup or acceptance. Requested timing, expedited service, tracking information, or an estimated delivery date is not a guarantee unless Code Red expressly provides a written guarantee for the specific transaction. Same-day, hot-shot, overnight, expedited, appointment, and similar services are subject to source, carrier, lane, cutoff, and destination availability.

Delivery information. The customer is responsible for timely, complete, accurate, and authorized ship-to and receiving information, including recipient contact, address, dock or forklift availability, liftgate needs, receiving hours, appointment requirements, and instructions. Code Red is not responsible for delay, misdelivery, redelivery, storage, address-correction charges, or loss caused by inaccurate, incomplete, late, or unauthorized information supplied by the customer.

Blind-shipping requests. Code Red may request that a supplier or carrier omit supplier-facing commercial documents or use customer-provided recipient information, but blind shipping is available only when confirmed for the transaction. Code Red does not guarantee that every package, label, carrier record, customs document, manufacturer marking, return address, or legally required document will conceal the source or Code Red's role. Customer instructions may not require Code Red, a supplier, or a carrier to make a false statement or omit legally required information.

Shipment protection. Code Red may obtain cargo or shipment protection when the approved quote or order states that it is included. Shipment protection is arranged and administered by Code Red; the customer does not select the provider, policy, or internal premium. Coverage remains subject to the actual carrier, broker, insurer, or program terms, including eligibility rules, exclusions, limits, deductibles, valuation rules, documentation requirements, and claim decisions. A declared value or carrier liability limit is not necessarily cargo insurance. No statement that protection is included guarantees payment of a claim or full recovery.

Freight charges, title, and risk of loss. The customer delivery charge and shipping terms stated in the approved transaction documents control. Internal freight costs, insurance premiums, provider information, coverage references, and pricing calculations are Code Red confidential information and are not customer-facing line items. Shipment protection does not alter title, risk of loss, or payment obligations unless the applicable transaction documents expressly say otherwise.

Transit damage or shortage. The recipient should inspect the shipment at delivery, note visible damage or shortage on the delivery receipt before signing, photograph the shipment, item, labels, and packaging, retain all packaging and damaged goods, and notify Code Red at operations@coderedsourcing.com within twenty-four (24) hours of delivery. Prompt notice helps preserve carrier and insurance claim rights. Late or incomplete notice may impair recovery to the extent permitted by applicable terms or law, and reporting a problem does not guarantee that a carrier, insurer, supplier, or Code Red will approve or pay a claim.

Delay remedies are separate. A late-delivery or service-guarantee request is separate from a cargo loss, damage, or shortage claim. Any carrier refund or credit is limited by the carrier's applicable service-guarantee terms and does not replace or expand shipment-protection coverage.

Code Red is not responsible for delays caused by suppliers, manufacturers, carriers, customs, weather, payment holds, security or fraud review, force majeure events, address errors, receiving restrictions, or other circumstances beyond its reasonable control. Code Red will provide available updates and reasonable coordination, but an external delay does not by itself cancel the customer's payment or acceptance obligations.

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.

Inspection on arrival; separate notice windows. Transit damage or shortage must be reported within twenty-four (24) hours of delivery, with the delivery receipt, photographs, packaging, and damaged goods preserved. A dead-on-arrival unit, wrong item, or other product issue must be reported within the inspection period stated in the quote or order documents or, if no period is stated, within five (5) business days of delivery, before installation, energizing, configuration, modification, or alteration. These notice periods serve different purposes: transportation claims are administered under carrier or shipment-protection terms, while product claims are handled under the applicable RMA and passed-through supplier warranty process.

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 is not liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disaster, fire, flood, pandemic or public health emergency, war, terrorism, civil unrest, labor dispute or strike, government order or regulation, embargo, sanctions, supplier or carrier failure, telecommunications or utility failure, or shortage of materials or transportation.

Performance obligations affected by such an event are suspended for the duration of the event. If a force majeure event prevents performance of a specific order for more than sixty (60) days, either party may cancel that order without further liability, other than Code Red's obligation to refund any payment received for goods not yet procured or shipped.

Agreement to arbitrate. Except for claims for injunctive relief, claims within the jurisdiction of a small claims court, or claims to collect amounts owed to Code Red, any dispute, claim, or controversy arising out of or relating to these Terms, the website, a quote, or a transaction with Code Red will be resolved by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association, rather than in court, except that either party may bring an individual action in small claims court.

Arbitration will take place in Mahoning County, Ohio, or another location mutually agreed in writing, and will be conducted by a single arbitrator. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Class action and jury trial waiver. To the maximum extent permitted by law, disputes will be arbitrated or litigated only on an individual basis, and not as a class, collective, or representative action. Both parties waive any right to a jury trial for any claim not subject to arbitration under this section.

If any part of this arbitration provision is found unenforceable, the remainder remains in effect, except that the class action waiver may not be severed from the arbitration agreement — if the class action waiver is found unenforceable, the entire arbitration agreement is void as to that dispute and the dispute will proceed in the courts identified in Section 20.

Any claim or cause of action arising out of or relating to these Terms, the website, a quote, or a transaction with Code Red must be commenced within one (1) year after the claim or cause of action first arose, or it is permanently barred, regardless of any statute of limitations or other law to the contrary, except where applicable law requires a longer period.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Assignment. You may not assign or transfer any right or obligation under these Terms without Code Red's prior written consent. Code Red may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Relationship of the parties. Code Red and its customers, suppliers, and partners are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

Electronic communications. By using the website or submitting a request, you consent to receive communications from Code Red electronically, including by email, and agree that electronic communications satisfy any legal requirement that such communications be in writing.

Entire agreement. These Terms, together with any applicable quote, invoice, order acknowledgment, or separate written agreement, constitute the entire agreement between you and Code Red regarding the subject matter and supersede any prior agreements or understandings, whether oral or written, regarding that subject matter.

No waiver. Code Red's failure to enforce any provision of these Terms is not a waiver of its right to enforce that or any other provision later.

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.