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Standard Terms and Conditions of Sale

These terms and conditions govern the sale of products (“Product or Products”) by GEIS LLC SELLER (“Seller”) to (“Buyer”). These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. Seller’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement. Buyer’s payment for the Products from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein. 1. Orders: All orders placed by Buyer are subject to acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s written consent. All invoices will identify the products, unit quantities, part numbers, applicable prices and order dates of the Products being purchased. Unless otherwise agreed, all materials will be shipped no later than one year from the date that Seller accepts the purchase order. Seller may in its sole discretion allocate Product among its Customers. All Purchases are designated as non-cancelable, non-returnable, and non-refundable. 2. Prices: The prices of the Products are those prices specified on the front of the invoice. Pricing for undelivered Products may be increased in the event of an increase in Seller’s cost, change in market conditions or any other causes beyond the Seller’s reasonable control. 3. Taxes: Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation costs, duties, and all taxes including federal, state and local sales, excise and value added, goods and services taxes, and any other taxes. Buyer agrees to indemnify, defend and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice. 4. Payment: Payment may be made by debit card, credit card, PayPal or wire transfer (all related fees are borne by the Buyer and are hereby automatically added to the applicable invoice). A surcharge of 3% for debit and credit card sales and 4% for sales via PayPal will be assessed except for sales shipped to these states: New York, Texas, Colorado, Connecticut, Florida, Kansas, Maine, Massachusetts and Oklahoma. In the event of default by Buyer, including any late payments, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs. 5. Delivery and Title: Title and risk of loss pass to the Buyer upon delivery of the Product to the carrier. Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any Product within an Order does not entitle Buyer to cancel purchase order or future shipments. 6. Returns, Refunds and Exchanges: Returns: No returns shall be permitted for any Products for any reason at any time, except upon the written consent of Seller, which consent may be granted or denied in Seller’s sole and absolute discretion. Exchanges: No Product exchanges shall be permitted for any Products for any reason at any time, except upon the written consent of Seller, which consent may be granted or denied in Seller’s sole and absolute discretion. Non-Cancelable and Non-Returnable Items: All Products have NC/NR status (Non-cancelable and Non-Returnable). Refunds: No refunds shall be provided for any Products for any reason at any time, except upon the written consent of Seller, which consent may be granted or denied in Seller’s sole and absolute discretion. 7. Limited Warranty: Seller will transfer to Buyer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. Seller warrants to Buyer that Products purchased hereunder will conform to the applicable manufacturer’s specifications for such products and that any value- added work performed by Seller on such Products will conform to applicable Buyer’s specifications. If Seller breaches this warranty, Buyer’s remedy is limited to (at Seller’s election) (1) refund of Buyer’s purchase price for such Products (without interest), (2) repair of such Products, or (3) replacement of such Products; provided that such Products must be returned to Seller, along with acceptable evidence of purchase, within 20 days from date of delivery, transportation charges prepaid. No warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident or modification, or has been soldered. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS (WHETHER STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES AGAINST LATENT DEFECTS, AND NO REPRESENTATIVE OF SELLER IS AUTHORIZED TO GIVE ANY ADDITIONAL WARRANTY. 8. Limitation of Liabilities: BUYER SHALL NOT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF BUYERS, PUNITIVE DAMAGES, IP INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. BUYER’S RECOVERY FROM SELLER FOR ANY AND ALL CLAIMS HEREUNDER SHALL NOT EXCEED IN THE AGGREGATE ONE THOUSAND DOLLARS ($1,000.00)IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. BUYER WILL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON (a) SELLER’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (b) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN SELLER, or (c) USE IN COMBINATION WITH OTHER PRODUCTS. 9. Use of Products: Unless otherwise noted, Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (2) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale. 10. Force Majeure: Seller is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, pandemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer. 11. General: (a) The laws of the State of Georgia, United States will exclusively govern any dispute between Seller and Buyer, without regard to its conflicts of laws provisions, (b) Buyer may not assign this Agreement without the prior written consent of Seller and any attempted assignment without such consent shall be void, (c) Seller and/or its contractors and affiliates may perform the obligations under this Agreement, (d) this Agreement is binding on successor and assigns, (e) Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses, (f) all amendments to this Agreement must be in writing and executed by all parties, (g) except as otherwise provided herein, the remedies under this Agreement are cumulative and shall not exclude any other remedies to which any party may be lawfully entitled, (h) all disputes shall be exclusively settled by binding arbitration in front of a single arbitrator in the City of Atlanta pursuant to the Georgia Arbitration Code, (i) in the event that any dispute between the parties hereto should result in litigation, mediation, arbitration or any other legal or resolution proceedings, the prevailing party in that dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses, (j) this Agreement constitutes the complete and exclusive statement of agreement between the parties with respect to its subject matter and supersedes all prior written and oral agreements or statements by and between the parties, (k) all section headings are inserted only for convenience of reference and are not to be considered in the interpretation or construction of any provision of this Agreement, (l) in the event any claim is made by any party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or that party’s counsel, (m) if any provision of this Agreement or the application of that provision to any party or circumstance shall be held invalid, the remainder of this Agreement or the application of that provision to party or circumstances other than those to which it is held invalid shall not be affected, (n) the failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation, and (o) the failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

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May 1, 2024 9:08 am GMT

Standard Terms and Conditions of Sale Uploaded by Maurice Trentel - [email protected] IP 103.226.189.178