TERMS AND CONDITIONS OF SALE
EXCLUSIVE TERMS: ACCEPTANCE OF BIDS, QUOTES, OFFERS, PURCHASE ORDERS, COST ESTIMATES, AND COUNTEROFFERS
FOR PRODUCTS, SERVICES, OR MATERIAL (“PRODUCTS”) IS CONDITIONAL ON THE PERSON, FIRM, OR COMPANY ORDERING
PRODUCTS’ (“BUYER”) ASSENT TO THESE TERMS AND CONDITIONS OF SALE (“TERMS”). Seller will not be bound by any different or
additional terms or conditions proposed or submitted by Buyer, regardless of form, unless expressly and specifically agreed to by Seller in writing. No conduct
on the part of Seller, including but not limited to, (i) acceptance of a purchase order without expressly rejecting any Buyer terms or conditions reflected therein;
(ii) delivery of Product; or (iii) acceptance of payment for Product, will constitute acceptance by Seller of such different or additional terms or conditions.
GENERAL: Purchases are subject to current credit approval and to these Terms. Prices quoted are valid for 14 days or until stated expiration date on quote.
Changes in the quantity, payment terms, shipping destination or special handling that differs from quote may result in price adjustments. All Products quoted
as stock are subject to changes in availability without notice. Unless otherwise agreed by Seller in writing, payment of invoices is due within 30 days of the
invoice date. Seller retains a security interest in all Product until the invoice is paid in full. Good faith dispute of invoice must be made in accordance with
current procedures within 15 days of invoice date, regardless of payment terms binding sale of Products. Invoices must be disputed per line charge; all non-
disputed charges are due and payable per payment terms. Invoices not paid when due are subject to finance charges computed up to the rate allowed by
applicable law on the unpaid balance from due date until paid. Return of Products requires prior written authorization by Seller and not all Products are
returnable, Cancellation and/or restocking fees may be imposed by Seller or the Product manufacturer. From time to time, Seller may designate certain
Products as non-cancelable, non-returnable, non-reschedulable (“NCNR”). All NCNR Products are subject to the following restrictions: (i) purchase orders
accepted by Seller for NCNR Products cannot be canceled for any reason; (ii) NCNR Products cannot be returned for any reason other than a manufacturing
defect or nonconformity subject to the terms of any manufacturer warranty applicable to the NCNR Products; and (iii) the shipment date requested by Buyer
for the NCNR Products cannot be rescheduled by Buyer. All shipping and performance dates are approximate. All Products are deemed accepted unless Buyer
notifies Seller of any nonconformities or defects within 15 days from the date of receipt of the Products. Unless otherwise agreed by Seller in writing, title
and risk of loss transfers to Buyer when Products are consigned to the carrier and it is Buyer’s responsibility to file any claim against the carrier. Prices quoted
do not reflect applicable taxes, duties, export fees, transportation and freight charges. Seller part numbers are for reference only. Seller reserves the right to
ship functionally equivalent Products from any manufacturer without prior notice to the Buyer.
FORCE MAJEURE: Seller’s nonperformance shall be excused to the extent that such performance is rendered impossible by (i) strike, fire, flood,
governmental acts or orders or restrictions; (ii) epidemic, disease, or pandemic; (iii) failure of Seller’s suppliers; or (iv) any other reason where failure to
perform is beyond the reasonable control of and is not caused by Seller’s negligence.
GOVERNING LAW _ AND DISPUTE RESOLUTION: All sales are governed by, and the rights and obligations of the parties shall be construed and
enforced in accordance with, the laws of State of Tennessee. Any dispute, controversy or claim shall be solely and finally settled by arbitration conducted in
Memphis, Tennessee in accordance with the Commercial Arbitration rules of the American Arbitration Association then in force. The parties shall abide by
all awards rendered in arbitration proceedings, and all such awards may be enforced and executed upon by any court having jurisdiction over the party against
whom enforcement of such award is sought.
SEVERABILITY. If any part or provision of these Terms is determined to be invalid, or unenforceable, this shall not affect the validity or enforceability of
the remaining provisions of these Terms, which shall remain in effect.
WARRANTY DISCLAIMER: SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ON PRODUCTS SOLD BY SELLER,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THIS
DISCLAIMER BY SELLER IN NO WAY AFFECTS THE TERMS OF ANY WARRANTY PROVIDED BY THE MANUFACTURER OF THE
PRODUCTS OR THE PROVIDER OF SERVICES SOLD BY SELLER.
LIMITATION OF LIABILITY AND REMEDY: Failure to give Seller written notice of any claim related to the Products within 30 days after Buyer's
receipt of the products, services, or material shall constitute a waiver by Buyer of all such claims, including claims for damaged or defective goods, shortage,
negligence or any other cause whatsoever. SELLER’S LIABILITY ARISING OUT OF OR RELATED TO THE SALE OF THE PRODUCTS,
WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT
OF THE PURCHASE PRICE PAID BY BUYER TO SELLER, OR IN SELLER’S SOLE DISCRETION, THE REPAIR OR REPLACEMENT OF
THE PRODUCTS AT ISSUE. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST PROFITS. THE PRICE STATED FOR THE PRODUCTS IS IN CONSIDERATION FOR LIMITING SELLER’S
LIABILITY AS PROVIDED HEREIN. No action, regardless of form, arising out of the transactions under these Terms and Conditions of Sale may be
brought by Buyer more than one (1) year after the cause of action has accrued. Seller neither assumes nor authorizes any other person to assume for it any
greater liability in connection with any sales of Products.
v.2-2021
