Terms of Use

These Terms of Use govern your access to and use of coderedsourcing.com and any website page, form, portal, upload, or digital feature that links to these Terms.

Acceptance of These Terms

These Terms of Use govern your access to and use of coderedsourcing.com and any website page, form, portal, or digital feature that links to these Terms. Your use of the website is subject to these Terms. When you submit an inquiry, create an account, approve a quote or order, complete a payment, or take another action after being presented with these Terms — including by checking a box or selecting a button that states agreement — you affirmatively accept these Terms for that activity.

If you do not agree, do not use the website or submit information through it.

Business-to-Business 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 Content Is Informational

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.

Requests for Quote and Sourcing Inquiries

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.

Request priority, required-by dates or times, destination information, receiving requirements, and similar intake details help Code Red prioritize and evaluate an RFQ. They are customer requirements or preferences, not a carrier-service selection, confirmed ship date, guaranteed delivery date, or commitment that a product is available.

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

Requests received by telephone or text message. Requests submitted by telephone or text message, including calls answered by an answering service acting on Code Red's behalf, are intake records only. A call summary, message, or callback does not constitute a quote, an acceptance, a confirmed availability, a delivery commitment, or a released order. Only a written quote issued and accepted under Sections 5, 9, and 10, together with the applicable transaction documents, creates a transaction.

If you upload files, photos, nameplate images, datasheets, drawings, or other materials with your request, you represent that you are authorized to share them and that doing so does not violate any confidentiality obligation or third-party right. You grant Code Red permission to store, use, and share those materials as reasonably necessary to evaluate and fulfill your request, as further described in our Privacy Policy.

Quotes, Availability, and Quote Expiration

After Code Red identifies a sourcing option, a quote may state supplier availability, product condition, sourcing lead time, warranty or return terms, carrier or service, shipping terms, a delivery charge, and an estimated delivery plan based on information available at that time.

Availability, pricing, warranty terms, condition, sourcing lead time, carrier availability, freight pricing, and delivery estimates can change until Code Red confirms the order, payment or approved funding, and procurement release. Transit time is separate from sourcing lead time and ordinarily begins only after the product is released to and accepted by the carrier.

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.

Delivery revision requests. A request for a different delivery speed, destination, receiving requirement, carrier service, or shipping term is a request for Code Red to review and revise the quote. It does not automatically change the current quote, reserve a service, change the price, or create a delivery commitment. Code Red may preserve the prior version, create a new draft revision, obtain updated supplier or carrier information, and issue a replacement quote for customer review. A revised quote becomes operative only when approved under the stated acceptance process. If procurement or shipment has already been released, a requested change may be unavailable or may result in additional cost, delay, or cancellation restrictions.

Independent Sourcing Company; Third-Party Brands

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.

Product Condition, Source Type, and Customer Review

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
• Configuration, option, suffix, or regional ordering codes embedded in the full part number
• Firmware compatibility where relevant
• Voltage and electrical ratings
• Mounting or form factor requirements
• Whether the item is a direct replacement or requires additional modification, accessories, software, or configuration to function in the existing system
• 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.

Optional testing or inspection. For certain requests, Code Red may quote an independent functional test, power-up check, inspection, or report as a separate service. If included and approved, it may add per-unit cost and sourcing lead time. Testing or inspection is not a delivery-speed tier, carrier service, product warranty, engineering approval, or guarantee of future performance. Unless a quote expressly states otherwise, selecting or declining testing does not determine whether an order will be shipped directly, blind-shipped, or routed through another facility. The scope and meaning of any test report are addressed in Section 8.

No Engineering, Safety, or Installation Approval

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.

Any functional test, inspection, or test report reflects a limited check performed at a specific point in time by an independent provider. It is informational only. It is not a guarantee of future performance, durability, or field operation; it does not create, include, or extend any warranty; and it does not constitute engineering approval or certification of fitness, compatibility, safety, or regulatory compliance for the customer's application. The customer remains solely responsible for the determinations described above, and a test report does not expand Code Red's obligations or liability under these Terms, including Sections 16 and 17.

Funding Secured Before Procurement

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.

Prices, Taxes, Fees, and Payment

Customers agree to pay all amounts stated in the accepted quote, approval flow, invoice, checkout flow, or written order documentation, including applicable product charges, service or testing charges, delivery charges, restocking or cancellation fees where applicable, taxes, and other disclosed fees.

Payment method selected at approval. Unless a written quote states otherwise, the customer selects an available payment method during the approval or payment step. Any applicable processing charge is calculated and shown before the customer approves that payment method. A processing charge is not added to an earlier proposal total merely as an internal estimate. Available methods, credit terms, or surcharge treatment may vary by transaction and applicable law.

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.

Payment instructions and fraud prevention. Code Red provides its payment and banking instructions only through its official channels and will not change established payment instructions by email alone. If you receive any request to send payment to a new or different account, or any change to previously provided instructions, treat it as unverified until you independently confirm it by calling Code Red at the published number on this website before remitting funds. To the maximum extent permitted by law, Code Red is not responsible for payments sent to any account that was not confirmed through its official channels. Any refund is issued only to the original paying entity and payment method used for the order.

Shipping, Lead Times, Shipment Protection, and Delays

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.

Receiving and signature at delivery. Freight shipments require a person at the delivery location to receive the shipment and sign the delivery receipt or bill of lading. Because blind-shipping documents may identify Code Red as the receiving company, the customer must provide the name and contact information of a recipient authorized to receive and sign for the shipment, and must ensure that person is available during the scheduled delivery window. A signed delivery receipt or proof of delivery is the primary evidence that a shipment was delivered. Failure to provide an available, authorized recipient may result in redelivery, storage, or return charges, and may limit the customer's and Code Red's ability to pursue a carrier or shipment-protection claim.

Blind-shipping requests. Where blind shipping is requested, confirmed for a transaction, and supported by the applicable supplier and carrier, Code Red may be identified on shipping labels or freight documents in place of supplier or recipient company names to the extent operationally available. Carriers require accurate physical pickup and delivery addresses, and a recipient contact for delivery, in order to route the shipment, complete delivery, and obtain proof of delivery. Those addresses and the recipient contact therefore appear on carrier documentation and may be visible to the parties handling the shipment.

Code Red does not represent or guarantee that any package, label, carrier record, tracking notification, delivery-exception communication, proof of delivery, return label, customs document, manufacturer marking, or legally required document will conceal a pickup or delivery address, the source, or Code Red's role. Blind shipping is confirmed per order and is available only where the applicable supplier and carrier support it. Where it cannot be met for a specific shipment, Code Red will inform the customer and may propose alternative routing or decline the request. Customer instructions may not require Code Red, a supplier, or a carrier to make a false statement or omit legally required information.

Where confidentiality between a supplier and a recipient is material to a transaction, that protection is addressed through written non-disclosure and non-circumvention terms rather than through carrier documentation.

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, count the pieces against the label or bill of lading, note visible damage or shortage specifically 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. A delivery receipt signed without a written exception is generally treated as evidence that the shipment arrived complete and undamaged. Prompt, specific 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. Where a shipment was booked with a carrier service guarantee and the carrier misses the committed delivery window, the customer should notify Code Red within one (1) business day so that any request can be submitted within the carrier's filing deadline. Any carrier refund or credit is limited by the carrier's applicable service-guarantee terms, is generally limited to transportation charges only, does not include the value of the goods, 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.

Returns, RMAs, Cancellations, and Warranty Handling

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.

Warranty is passed through, not issued by Code Red. Any warranty on a product is provided by the supplier or, where applicable, the manufacturer. Code Red does not itself warrant any product and makes no independent warranty unless Code Red expressly agrees to do so in writing for a specific transaction. Warranty terms — including duration, scope, exclusions, and the available remedy — vary by source, product, and condition, and may range from a short-term warranty to a multi-year warranty, or may be sold with no warranty as a final-sale item. The warranty terms that apply to an order are those stated in that order's quote, invoice, or order documentation.

No product may be returned without Code Red's prior written authorization and any required RMA number or return instructions. For a defective or dead-on-arrival unit, the source's process typically requires the unit to be returned under an RMA before a replacement, credit, or refund is issued. Where an advance replacement is offered, it may be invoiced separately and credited only after the original unit is returned and evaluated by the source.

Inspection on arrival; separate notice windows. Transit damage or shortage must be reported under Section 11 within twenty-four (24) hours, 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.

Customer-error returns. Where a customer ordered the wrong model, voltage, configuration, or quantity, any exchange or return is available only while the unit remains new, unused, factory-sealed, and in its original packaging, and only where the applicable transaction documents permit it. Once an item has been opened, installed, energized, configured, or otherwise altered, it is generally non-returnable, and any restocking fee, return-freight cost, or cancellation term stated in the transaction documents will apply.

Restocking and cancellation fees. Unless the applicable transaction documents state a different amount, a restocking or cancellation fee of thirty percent (30%) of the product value applies to customer-driven returns and cancellations that are not caused by a defect, shipping damage, or a Code Red or supplier error, including change of mind, ordering error, or cancellation after the order has been placed with the supplier. The customer also remains responsible for return-freight costs. Restocking terms, cancellation windows, and return-freight responsibility may differ from source to source and will be disclosed in the transaction documents. Special-order, obsolete, hard-to-find, expedited, final-sale, configured, repaired, installed, energized, or altered items may carry no warranty and may be non-cancelable and non-returnable where disclosed in the transaction documents.

Return shipments. Code Red carries no inventory and does not take physical possession of returned product. Returns are shipped to the supplier or a supplier-designated inspection point under Code Red's return instructions. No refund, credit, repair, or replacement decision is final before the receiving party has received and inspected the item.

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. A functional test or inspection does not create, include, or extend a warranty on the unit (see Sections 7 and 8); any product warranty remains the separate, passed-through warranty of the source as stated in the quote.

Accounts, Portal Access, and Security

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.

Prohibited Uses

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.

Intellectual Property

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.

Disclaimer of Warranties

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.

Limitation of Liability

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.

Indemnification

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.

Suspension or Termination of Access

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.

Governing Law and Venue

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

Any dispute not subject to the arbitration agreement in Section 22 — including an action to compel arbitration, confirm or enforce an arbitration award, or seek injunctive relief — must be brought in a state or federal court located in Mahoning County, Ohio, unless Code Red agrees otherwise in writing or applicable law requires a different forum.

Force Majeure

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.

Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT AND INCLUDES A CLASS-ACTION AND JURY-TRIAL WAIVER.

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.

Time Limit to Bring Claims

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.

Additional Legal Terms

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 the customer or website user are independent contracting parties. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship between Code Red and the customer or website user. Relationships with suppliers, referral partners, sales representatives, or other contractors are governed by their separate written agreements and the parties' actual conduct.

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

Telephone and text message communications. Calls to and from Code Red's business line may be answered, handled, or relayed by an answering service or business communications provider acting on Code Red's behalf, and may be monitored or recorded for quality, training, accuracy, and record-keeping purposes where permitted by applicable law. By providing a telephone or mobile number, you agree that Code Red may contact you at that number regarding your request, quote, order, delivery, or account, including by text message. Message and data rates may apply. You may opt out of non-essential text messages by replying STOP; order-related communications may continue by email or telephone. Additional detail is provided in our Privacy Policy.

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.

Changes to These Terms

Code Red may update these Terms from time to time. The "Last Updated" date above reflects the current version. Revised Terms apply prospectively to website use, requests, quotes, approvals, orders, and transactions occurring on or after the posted effective date. Material revisions will not retroactively change a transaction already accepted unless the parties agree otherwise in writing. Where appropriate, Code Red may provide additional notice or require renewed acceptance before a later account action, quote approval, order, or payment.