Agreement

Overview and Acceptance

These Terms of Service (“Terms”) govern access to the Region Equipment website and transactions involving products, equipment, attachments, parts, quotes, orders, projects, installation, inspections, repairs, maintenance, support, and other services provided by Region Equipment.

By accessing or using the website, submitting an order, accepting a quote, issuing a purchase order that Region Equipment accepts, paying a deposit or invoice, authorizing work, receiving products or services, or otherwise entering into a transaction with Region Equipment, you agree to these Terms and the documents incorporated by reference.

Rights that cannot lawfully be waived remain unaffected. Additional or different terms apply only when expressly accepted in writing by an authorized Region Equipment representative.

Contracting Entity and Definitions

“Region Equipment,” “we,” “our,” or “us” means Top5 Equipment LLC d/b/a Region Equipment or Region Equipment LLC, as identified on the applicable quote, sales order, invoice, accepted purchase order, contract, or other transaction document. The identified entity is the seller or service provider for that transaction.

“Customer,” “you,” or “your” means the person or entity purchasing, requesting, authorizing, receiving, or using the applicable products or services. “Writing” includes an executed document, accepted electronic quote, purchase order accepted by Region Equipment, email from an authorized representative, or another electronic record capable of retention.

Products and Services

Region Equipment provides equipment, attachments, parts, accessories, service, installation, inspection, maintenance, and related solutions sourced from or supported by various manufacturers and service providers.

Product photographs, illustrations, dimensions, weights, capacities, specifications, lead times, and descriptions are provided for general reference. Manufacturers may revise products or specifications without notice. Unless expressly stated in an accepted quote or contract, product availability, exact configuration, and delivery timing are not guaranteed.

Region Equipment may decline work or product applications that present legal, safety, credit, compatibility, site, scheduling, supply, or operational concerns.

Quotes, Orders, and Acceptance

Quotes

A quote is valid for the period stated on the quote and is subject to availability, manufacturer confirmation, freight conditions, taxes, and any listed assumptions or exclusions. If no validity period is stated, the quote expires 30 calendar days after issuance. A quote is not a binding obligation to supply until Region Equipment accepts the resulting order and any required deposit or payment clears.

Order acceptance

A website checkout, signed quote, purchase order, email authorization, or other order request is an offer to purchase. Region Equipment may accept the order by issuing written confirmation, accepting payment, placing a supplier order, scheduling work, shipping products, or beginning performance. An automated website acknowledgement confirms receipt only and does not constitute acceptance.

Region Equipment may reject or request clarification of an order before acceptance. We may cancel an accepted order when performance becomes unlawful or impossible, a product is unavailable, a supplier rejects the order, a material pricing or specification error exists, or the customer fails to satisfy payment, credit, site, or information requirements. If Region Equipment cancels for a reason not caused by the customer, amounts paid for the cancelled portion will be refunded, less any portion already properly earned or applied to completed work or delivered goods.

Customer purchase orders

Customer purchase-order terms do not modify these Terms or Region Equipment’s quote merely because Region Equipment acknowledges or fulfills the order. Additional or conflicting purchase-order terms apply only if Region Equipment expressly accepts them in writing. This paragraph does not override an accepted government contract or other mutually executed agreement.

Pricing, Taxes, and Availability

Prices exclude sales, use, excise, permitting, inspection, customs, duties, brokerage, and similar taxes or governmental charges unless expressly stated. The customer is responsible for applicable charges, except taxes imposed on Region Equipment’s net income. A customer claiming exemption must provide valid documentation before invoicing or shipment.

Pricing may change before order acceptance. After acceptance, adjustments may be made only as permitted by the applicable quote or contract or because of customer-requested changes, inaccurate customer information, concealed or changed site conditions, scope changes, taxes or government charges, expedited or special freight, storage, redelivery, or other costs not reasonably included in the accepted scope.

Region Equipment may correct typographical, calculation, catalog, specification, or pricing errors before acceptance. If a material error is discovered after acceptance, Region Equipment will notify the customer and may offer corrected terms or cancel the affected portion and refund amounts paid for that cancelled portion.

Commercial terms

Payment, Deposits, Credit, and Disputes

Required deposits

A minimum deposit equal to 50% of the order or project price is required for all projects and for custom-built, made-to-order, special-order, or non-stock items unless Region Equipment agrees otherwise in writing. Region Equipment is not required to reserve inventory, order materials, commit supplier capacity, schedule labor, begin fabrication, or commence work until required funds have cleared.

Deposits are applied to the order price. Once processing begins, deposits are non-refundable to the extent of work performed, inventory allocated, materials ordered, supplier commitments, freight, administrative costs, and cancellation or restocking charges. Custom-built, made-to-order, special-order, and non-stock items remain subject to the final-sale and cancellation provisions of the Returns, Cancellations & Deposits Policy.

Balances and credit terms

Unless otherwise stated in writing, invoices are due immediately upon receipt. For projects, the remaining balance is due at completion or at the milestone stated in the applicable quote or invoice. Region Equipment may require payment in full before shipment, delivery, installation, commissioning, customer pickup, or release of products.

Net 15 terms apply only to credit accounts approved by Region Equipment in writing. Approval may be limited, conditioned, modified, suspended, or withdrawn based on payment history, credit information, order size, or other reasonable business considerations. A purchase order alone does not establish credit terms.

Invoice disputes and undisputed balances

The customer must notify Region Equipment promptly in writing of a good-faith invoice dispute, identify the specific amount and basis, and provide supporting documentation. A dispute concerning one portion of an invoice does not excuse timely payment of all undisputed amounts. Payment may not be withheld because of an unrelated order, claim, warranty request, carrier claim, or project.

Late amounts and collection

To the extent permitted by law, overdue amounts may accrue a service charge at the lesser of 1.5% per month or the maximum lawful rate. The customer is responsible for reasonable costs of collection, including attorneys’ fees and court costs, where permitted. Region Equipment may suspend performance, withhold shipment or release, cancel unperformed work, revoke credit, or require cleared funds while amounts remain overdue. Government payment obligations remain subject to applicable law and accepted contract terms.

Any permitted card-processing, convenience, wire, expedited-payment, or similar fee will be disclosed before the applicable payment is completed.

Compatibility, Selection, and Customer Information

The customer is responsible for providing complete and accurate information and verifying the suitability of products for the intended machine, vehicle, equipment, site, environment, and application. Relevant information may include make, model, year, serial number, coupler type, dimensions, capacity, weight, hydraulic flow and pressure, electrical service, mounting requirements, operating environment, intended use, and applicable safety or regulatory requirements.

Region Equipment may assist with product selection based on information supplied by the customer or third parties, but that assistance does not transfer responsibility for omitted, inaccurate, or changed information unless Region Equipment expressly accepts design responsibility in writing.

Customer-requested substitutions, nonstandard applications, use outside manufacturer specifications, or installation by others are at the customer’s risk and may affect return eligibility, performance, safety, and manufacturer warranty coverage.

Shipping, Delivery, Title, and Risk of Loss

Shipping and delivery are governed by the applicable quote, sales order, accepted purchase order, contract, and the Shipping & Delivery Policy. Unless different terms are stated in writing, shipments are FOB origin and risk of loss passes when the product is tendered to the carrier.

Delivery dates are estimates unless Region Equipment expressly guarantees a date in writing. Freight, liftgate, residential delivery, limited access, reconsignment, redelivery, detention, storage, inside delivery, rigging, unloading, permits, and similar charges are the customer’s responsibility unless expressly included.

The customer must inspect deliveries and preserve packaging and evidence as required by the Shipping & Delivery Policy. Reporting freight damage or shortage does not automatically authorize a return, offset, replacement, or withholding of payment.

Installation, Service, and Project Conditions

Scope and exclusions

Only work expressly described in an accepted quote, work order, or contract is included. Unless stated otherwise, pricing excludes permits, engineering, architectural work, utility upgrades, concrete or structural work, trenching, core drilling, hazardous-material handling, environmental remediation, fire or life-safety modifications, network or software integration, union requirements, prevailing-wage costs, after-hours work, escorts, bonds, special insurance, rigging, storage, and work by other trades.

Site readiness

Before mobilization, the customer must provide safe and timely access; a clear work area; suitable floors, foundations, structures, utilities, lighting, ventilation, and environmental conditions; accurate site information; required shutdowns; and any customer-supplied equipment, permits, approvals, escorts, or personnel identified in the project documents.

Region Equipment may stop or postpone work when conditions are unsafe, inaccessible, materially different from those disclosed, or otherwise unsuitable. Customer-caused delays, remobilization, standby time, storage, repeat trips, expedited work, and additional labor or materials may be charged through a change order or supplemental invoice.

Changes and concealed conditions

Changes to scope, quantity, specifications, schedule, site conditions, sequence, access, or customer requirements may require a written change order and adjustment to price and time. If immediate action is reasonably necessary to protect persons, property, or completed work, Region Equipment may take reasonable protective measures and document resulting charges.

Safety and operation

The customer is responsible for site control, operator training, compliance with manuals and safety instructions, daily inspections, maintenance, and ensuring that only qualified personnel operate or service equipment after turnover. Region Equipment may refuse instructions that conflict with law, manufacturer requirements, or safe work practices.

Inspection, Completion, and Acceptance

The customer must reasonably inspect products and services upon delivery or completion and notify Region Equipment promptly in writing of any specific visible shortage, damage, or nonconformity. Freight claims remain subject to the shorter reporting periods in the Shipping & Delivery Policy.

Minor punch-list items that do not prevent safe and intended use do not postpone substantial completion or payment of undisputed amounts. Use, operation, resale, incorporation into other property, or failure to report a visible nonconformity within a reasonable period may constitute acceptance, but does not waive a valid claim for a latent defect or rights that cannot legally be waived.

Returns, Cancellations, and Deposits

Returns, order cancellations, deposits, restocking fees, return freight, and final-sale items are governed by the Returns, Cancellations & Deposits Policy, which is incorporated into these Terms.

No return is permitted without prior written authorization and a valid Return Merchandise Authorization. Custom-built, made-to-order, special-order, non-stock, installed, altered, used, and other identified items are final sale. A customer’s cancellation, refusal, delay, loss of funding, project change, or inability to use a product does not eliminate payment obligations or create a right to return.

Warranties, Disclaimers, and Remedies

Warranty matters are governed by the Warranty Policy. Unless Region Equipment expressly provides a separate written warranty, products are covered only by the applicable original manufacturer’s warranty, if any. Manufacturer approval, remedy, timing, and coverage decisions are controlled by the manufacturer.

Labor, travel, diagnostics, removal, reinstallation, freight, downtime, rental equipment, and other associated costs are not covered by a manufacturer parts warranty unless the manufacturer or Region Equipment expressly agrees otherwise in writing.

For a service nonconformity caused by Region Equipment and timely reported, Region Equipment’s obligation, to the extent permitted by law and unless a written agreement provides otherwise, is limited at Region Equipment’s option to reasonable re-performance of the affected service or refund of the amount paid to Region Equipment for that affected service.

Third-Party Financing and Payment Services

Financing is provided by independent third-party lenders. Approval, available products, rates, terms, documentation, funding, and credit decisions are determined solely by the applicable lender and are subject to its requirements. Region Equipment is not a lender, does not make credit decisions, and does not guarantee approval or funding.

A financing application or approval does not obligate Region Equipment to accept an order or begin work. The customer remains responsible for ensuring that deposits, lender documentation, funding conditions, and payment deadlines are satisfied. Financing-provider websites and services are governed by their own agreements and privacy notices.

Government, Cooperative, and Contract Orders

Government, cooperative-purchasing, prime-contractor, subcontract, and other negotiated transactions may be governed by additional statutes, regulations, contract clauses, solicitation documents, purchase orders, flow-down requirements, or cooperative terms.

Terms contained in a government contract, cooperative contract, mutually signed agreement, or purchase order expressly accepted in writing by Region Equipment control the applicable transaction to the extent they conflict with these Terms. Region Equipment is not bound by unaccepted portal terms, incorporated documents not provided before acceptance, or unilateral terms added after acceptance.

Nothing in these Terms waives sovereign immunity, mandatory venue, prompt-payment requirements, protest rights, public-records obligations, or other provisions that cannot lawfully be modified for an applicable public entity. Contract-specific delivery, inspection, acceptance, invoicing, title, and risk-of-loss terms control when expressly applicable.

Website, Account, and Acceptable Use

You agree to provide accurate information, maintain the security of account credentials, restrict unauthorized account access, and promptly notify Region Equipment of suspected misuse. You are responsible for activity conducted through your account or by persons you authorize, subject to applicable law.

You may not use the website or services to:

• Violate law, regulation, contract rights, intellectual-property rights, privacy rights, or security requirements;
• Transmit malware, harmful code, automated attacks, deceptive content, or unauthorized commercial communications;
• Interfere with website operation, security, availability, data, or other users;
• Scrape, crawl, reverse engineer, or access systems or data without authorization; or
• Impersonate another person, misrepresent authority, or use information for fraud or unlawful activity.

Region Equipment may restrict or suspend access to protect the website, customers, systems, or legal rights.

Intellectual Property

The website and its text, graphics, layouts, photographs, videos, logos, trademarks, product presentations, documents, and other content are owned by Region Equipment or used under license and are protected by applicable intellectual-property laws.

Region Equipment grants you a limited, revocable, nonexclusive, nontransferable right to access and use the website for lawful evaluation and purchase of products and services. You may not reproduce, distribute, modify, publish, sell, license, create derivative works from, or commercially exploit protected content without written permission from the applicable owner.

Manufacturer names, marks, images, and product information belong to their respective owners. No website use grants ownership of Region Equipment or third-party intellectual property.

Privacy and Electronic Communications

Region Equipment’s collection and use of personal information are described in the Privacy Policy. By using electronic transactions, you agree that electronic records, signatures, quotes, approvals, notices, and communications may satisfy legal writing and signature requirements to the extent permitted by law.

You consent to receive transaction-related communications at the email address or telephone number you provide. Marketing communications are sent subject to applicable law and available opt-out rights. You are responsible for keeping contact information current. Electronic consent does not require you to accept marketing communications as a condition of purchase where prohibited.

Third-Party Services and Links

The website and transactions may involve manufacturers, suppliers, carriers, payment processors, financing providers, software platforms, service providers, and external websites. Region Equipment does not control third-party systems, content, availability, security, privacy practices, lending decisions, carrier performance, or manufacturer warranty decisions.

Links and integrations are provided for convenience and do not constitute a guarantee or endorsement. Your use of third-party services may be subject to separate terms and privacy notices.

Limitation of Liability

To the fullest extent permitted by law, Region Equipment’s aggregate liability arising from a product, service, order, project, website use, or transaction will not exceed the amount actually paid to Region Equipment for the specific product or service giving rise to the claim. For an unpaid or no-charge service, liability will not exceed $100.

The limitations in this section apply regardless of the legal theory asserted and are intended to allocate commercial risk. They do not exclude liability for fraud, willful misconduct, gross negligence where it cannot be limited, personal injury caused by legally nonwaivable conduct, or any remedy or liability that applicable law does not permit the parties to exclude or limit.

Indemnification

To the extent permitted by law, a business or organizational customer will defend, indemnify, and hold harmless Region Equipment and its owners, officers, employees, agents, and contractors from third-party claims, damages, losses, penalties, and reasonable costs, including attorneys’ fees, arising from the customer’s or its personnel’s:

• Misuse, unsafe operation, unauthorized modification, or improper installation of products;
• Inaccurate specifications, site information, instructions, or representations;
• Violation of law, third-party rights, or safety requirements;
• Negligence or willful misconduct; or
• Material breach of these Terms or an applicable transaction document.

This obligation does not apply to the extent a claim is caused by Region Equipment’s negligence, willful misconduct, or other conduct for which indemnification cannot lawfully be required. This section applies only to the extent enforceable and does not impose a business indemnity obligation on an individual consumer where prohibited by law.

Events Beyond Reasonable Control

Region Equipment is not responsible for delay or failure caused by events beyond its reasonable control, including manufacturer or supplier delays, shortages, carrier disruptions, labor disputes, fire, flood, severe weather, natural disaster, epidemic, public-health event, utility or communications failure, cyberattack, transportation interruption, war, terrorism, civil unrest, governmental action, embargo, import restriction, or changes in law.

Performance time will be reasonably extended for the affected period. Region Equipment may allocate limited products or capacity, use reasonable substitutes with customer approval when required, or cancel the affected unperformed portion. This section does not excuse payment for products delivered or work already performed.

Governing Law and Venue

Except when a written contract or nonwaivable law requires otherwise, these Terms and each transaction are governed by the laws of the State of Texas, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Except when a written contract or nonwaivable law requires otherwise, exclusive venue for a dispute arising from these Terms or a transaction with Region Equipment lies in the state or federal courts serving Harris County, Texas, and each party consents to personal jurisdiction there.

Before filing suit, the parties will attempt in good faith to resolve the dispute through written notice and reasonable business discussions. This requirement does not prevent a party from seeking emergency injunctive relief, preserving a lien or limitations period, pursuing collection of an undisputed amount, or using another remedy that cannot lawfully be restricted.

Document Priority and General Provisions

Document priority

If transaction documents conflict, the following order generally controls: (1) a mutually signed agreement or accepted government or cooperative contract; (2) the applicable Region Equipment quote, sales order, work order, or accepted purchase order; (3) these Terms; and (4) the incorporated policies. A more specific provision controls over a general provision concerning the same subject.

Entire agreement

These Terms and the applicable transaction documents constitute the entire agreement concerning their subject and replace prior or contemporaneous statements not incorporated into them. Manufacturer documentation remains applicable to product operation, safety, specifications, and manufacturer warranty coverage.

Severability, waiver, and assignment

If a provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain effective. A waiver must be in writing and applies only to the specific instance. Delay in enforcing a right is not a waiver.

The customer may not assign an order or agreement without Region Equipment’s written consent, except as permitted by an applicable government contract or law. Region Equipment may assign receivables or transfer an agreement in connection with a merger, reorganization, financing, sale of business or assets, or transfer to an affiliate, subject to applicable law.

Survival

Payment obligations and provisions concerning warranties, intellectual property, privacy, limitations of liability, indemnification, disputes, and any terms that by their nature should survive will remain effective after completion, cancellation, or termination.

Changes to These Terms

Region Equipment may update these Terms to reflect changes in law, operations, products, services, or business practices. The “Last updated” date identifies the current version.

Unless required by law or agreed in writing, a later website version does not retroactively change the commercial terms governing an order Region Equipment previously accepted. Continued website use after updated Terms are posted constitutes acceptance of the updated Terms for future website use and future transactions.