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CUSTOMER TERMS AND CONDITIONS

Updated: 8/31/2021

STANDARD TERMS AND CONDITIONS

1. Conditions of Purchase. To the extent there is not already an existing contract signed by you (“Customer”) relating to the sale of services and products (collectively, “Products”), the Return Policy and these Standard Terms and Conditions comprise the complete and final agreement (the “Contract Documents”) relating to the purchase of Product by Customer from Company. Company expressly rejects any terms or conditions contained in Customer’s purchase order, or any other document or instrument issued by Customer that is not agreed to in writing by Company. All purchase orders are subject to acceptance by Company.

2. Quotations and Pricing. Prices shown on published price lists, in a catalog, on a website, in a quote, or any other literature issued by Company do not represent unconditional offers to sell and are subject to change without notice.

3. Payment Terms and Taxes. Payments for each order shall be made in U.S. dollars net 30 days from the date of Invoice and shall be made via check, money order, wire transfer or ACH (and credit card payments will not be permitted or accepted). Unless specified otherwise on the face of the Invoice, Customer shall be responsible for all federal, state, and local taxes, including income, excise, use, and sales taxes, and customs and import duties. Accounts delinquent over 30 days will be charged at a rate the lesser of (i) 2% per month (or 24% per annum) or (ii) the maximum amount permitted by law. Accounts past due 45 days revert to C.O.D status.

4. Delivery and Shipping. All delivery/performance dates are approximate and shall not be deemed to represent fixed or guaranteed delivery dates. Company will use reasonable efforts to meet the indicated delivery dates but shall not be held liable for any loss or damage caused by delay resulting from labor disputes, damage, damage to facilities, failure of contractors, subcontractors, or suppliers to fulfill scheduled deliveries, or any other cause outside Company’s reasonable control or causes which make Company’s performance commercially impracticable. All Products shall be shipped FOB Origin, Freight Pre-Paid and Added to Invoice, with Customer being responsible for freight and all other shipment and delivery costs, including, without limitation, packaging, carrier costs, and additional cost for expedited shipments. Any Purchase Orders previously accepted by Company may be canceled at any time upon notice to Customer.

For international shipments, Customer will be responsible for clearing Products for import and export outside of the United States. In addition, Customer shall remain responsible for (i) any and all shipping, freight and transportation costs; and (ii) licensing, fees, taxes, duties, assessments, paperwork, clearance of Products for import.

5. Rewards/Free Use Program. Customer shall be responsible for all regular service and maintenance of any equipment placed through the Company’s rewards and/or free use program.

6. Returns. Product returns will be subject to Company’s then current return policy which can be found on Company’s website ("Return Policy"). Company reserves the right to modify its return policy at any time without notice.

7. Incentives. Customer acknowledges that any incentive, discount, rebate, or reward offered under this Agreement constitutes a discount or reduction in price subject to Section 1128B(b)(3)(A) of the Social Security Act 42 U.S.C. 1320a-7b(b)(3)(a). Customer agrees that it shall disclose any such discounts or reductions in price under all state or federal programs that provides cost or charge-based reimbursement to the Customer for the Products covered by this Agreement

8. Compliance with Laws. Customer warrants that: (i) it will comply with all applicable laws, statues, rules, and regulations, including the U.S. Foreign Corrupt Practices Act; (ii) it is not in violation of any laws relating to terrorism or money laundering; and (iii) it does not sell products to “Prohibited Persons” as defined by the U.S. federal government or to any person or entity who is, or is affiliated with, a designated terrorist, or is associated with terrorism or money laundering. In addition, Customer represents that all purchases under the Contract Documents are for Customer’s “own use” and will not be sold or distributed to a third-party.

9. Warranty. Any warranty on the Products are those of the manufacturer and not of Company. COMPANY OFFERS NO EXPRESSED OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTIBILTY OR FITNESS FOR A PARTICULAR PURPOSE. This section shall also apply to both Products and Equipment, if any, placed under any Rewards/Free Use Program offered by Company.

CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY OR FOR ANY BREACH OF THE CONTRACT DOCUMENTS SHALL BE, AT COMPANY’S OPTION, TO REPAIR OR REPLACE THE PRODUCT, OFFER A CREDIT OR OFFER A REFUND.

10. Limitation of Liability. COMPANY SHALL NOT BE LIABLE FOR LOST PROFITS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES.

11. EEO Compliance. Customer agrees to comply with all federal, state and local laws respecting discrimination in employment and non-segregation of facilities including, but not limited to, requirements set out at 41 CFR 60 – 1.4. Customer shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. Customer shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.

12. Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under the Contract Documents (other than payment of amounts due hereunder) due to any Act of God, fire, casualty, flood, war, strike, lockout, epidemic, destruction of facilities, riot, insurrection, or any other cause beyond the reasonable control of the party invoking this Section, such party’s performance shall be excused and the time for the performance shall be extended for the period of the delay or inability to perform due to such occurrences.

13. Waiver of Jury Trial. CUSTOMER AGREES TO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF THE DISPUTE OR CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN ANY OF THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS AGREEMENT.

14. Governing Law. The Contract Documents will be governed by and construed in accordance with the applicable laws of Ohio, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the state or federal courts in Columbus, Ohio.

15. Miscellaneous. No course of dealing between the parties or any waiver of a breach of any provision of the Contract Documents shall constitute a waiver of any other breach of such provision. Should any provision of the Contract Documents be held invalid or unenforceable, the remaining terms will remain in full force and effect, consistent with the terms of the Contract Documents taken as a whole. Each party shall be deemed an independent contractor of the other. Neither party shall be deemed an agent of the other.