Sales Terms and Conditions

1. Acceptance and Cancellation of Orders

By placing an order with SupplyNet, Inc. you agree to be bound by these Sales Terms and Conditions.
Website availability and pricing is an invitation to Customer to tender an offer. Responses to quotes, and other inquiries for
pricing and availability are not construed as an offer by SupplyNet, Inc. Acceptance will be in writing, by Order Confirmation e-
mail. Acceptance can also be though execution of Customer's order by SupplyNet, Inc. When a Customer orders a product from
the SupplyNet, Inc. website, the preliminary written reply to the order issued on the SupplyNet, Inc. website does not mean that
the order has been accepted. The written reply is only used to let the Customer know that the order has been entered into the
SupplyNet, Inc.’s computer system. Orders accepted by SupplyNet, Inc. may be cancelled by Customer upon written consent of
SupplyNet, Inc. provided such order is not "NC/NR" or "Non-Cancelable/Non-Returnable", "Non-Standard Products", or
governed by a Purchase Agreement Letter. Non-standard customized products are product SupplyNet, Inc. has to manufacture
specifically for the Customer. This also includes, products not normally in stock, or orders where value-added services have been
incorporated into products. Non-standard customized products are non-cancelable and non-refundable. Customer may not
change, cancel or reschedule Orders for Products without SupplyNet, Inc’s consent. If after acceptance by SupplyNet, Inc. of the
Customer’s order, the Customer cancels the order, SupplyNet, Inc. may request the Customer pay SupplyNet, Inc. reasonable
cancellation or reliance charges. These charges are paid to SupplyNet, Inc. by the Customer. Customer requests to reschedule are
subject to acceptance by SupplyNet, Inc. in its sole discretion. Orders shall not be canceled or rescheduled after the order has
been submitted by SupplyNet, Inc. to the shipment carrier. SupplyNet, Inc. reserves the right to limit or cancel any order, and has
sole discretion, to allocate sales, limit quantities of selected products, and limit selected products to it’s customers. Supplynet,
Inc. reserves the right to reject any order, or any part of an order. Product specifications and availability are subject to change
without prior notice.

2. Prices

SupplyNet, Inc. makes every effort to provide current and accurate information relating to prices, but does not guarantee the
currency or accuracy of any such information. Prices are subject to change at any time prior to SupplyNet, Inc's completion of
your order. In the event SupplyNet, Inc. discovers an error in pricing, we will notify Customer of the corrected version, and
Customer may choose to accept the corrected version, or cancel the order. SupplyNet, Inc. is not responsible for pricing,
typographical, or other errors in any communication with the Customer, and reserves the right to cancel any orders arising from
such errors. Orders are billed at the prices and currency in effect at the time of shipment. Prices will be as specified by
SupplyNet, Inc. and will be applicable for the period specified in SupplyNet, Inc's quote. Unless otherwise stated on the quote,
quotes are invitations to tender and are subject to change at any time without notice. If no period is specified, quoted prices will
be applicable for thirty (30) days. The website reflects the latest pricing information. Prices shown on the website are subject to
change without notice. Prices are subject to increase in the event of an increase in SupplyNet, Inc.'s costs or other circumstances
beyond SupplyNet, Inc.'s reasonable control, including but not limited to, component price increases, change in exchange rate, or
quoting errors. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-
discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes,
impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government
authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, and document fees.

3. Payment

Customer agrees to pay the entire amount of each invoice from SupplyNet, Inc. in accordance with the terms of each invoice,
without offset or deduction. Orders are subject to credit approval by SupplyNet, Inc., which may in its sole discretion at any time
change the terms of Customer's credit, require payment in cash, bank wire transfer/EFT or by official bank check, and/or require
payment of any or all amounts due or to become due for Customer's order before shipment of any or all of the Products. If
SupplyNet, Inc. reasonably believes that the Customer's ability to make payments may be impaired, or if Customer fails to pay
any invoice when due, SupplyNet, Inc. may suspend delivery of any order, or any remaining balance, until such payment is made,
or cancel any order, or any remaining balance. Customer will remain liable to pay for any Products already shipped, and all Non-
Standard Customized Products ordered by Customer. Customer agrees to submit such financial information as SupplyNet, Inc.
may reasonably require for determination of credit terms and/or continuation of credit terms. Checks are accepted subject to
collection, and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by
SupplyNet, Inc. against any obligation owed by Customer to SupplyNet, Inc. under this or any other contract, regardless of any
statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owed by
Customer to SupplyNet, Inc. The acceptance by SupplyNet, Inc. of such check will not constitute a waiver of SupplyNet, Inc’s
right to pursue the collection of any remaining balance. Invoices not paid, when due, will bear interest to date of payment at the
annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make
payment when due, SupplyNet, Inc. may pursue any legal or equitable remedies, in which event SupplyNet, Inc. will be entitled
to reimbursement of costs for collection and reasonable attorneys' fees. There is a $25 (USD) service charge on all returned
checks.

4. Shipping and Delivery

Domestic shipments by SupplyNet, Inc. are typically FCA point of shipment from SupplyNet, Inc.'s facility, and the amount of all
transportation charges will be paid to SupplyNet, Inc.by the Customer in addition to the purchase price of the Products. Subject to
SupplyNet, Inc's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title
and risk of loss will pass to Customer. SupplyNet, Inc. will make reasonable efforts to initiate shipment and schedule delivery as
close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by SupplyNet,
Inc. are estimates only, and that SupplyNet, Inc. will not be liable for failure to deliver on such dates. Selection of the carrier and
delivery route will be made by SupplyNet, Inc. unless specifically designated by Customer. SupplyNet, Inc. reserves the right to
make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s).
Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery
of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the
Products delivered.
International shipments follow the Incoterms published by the International Chamber of Commerce. An Incoterm for a Customer
order is selected by SupplyNet, Inc. based on Customer address, destination, and/or currency. Title transfer will be in accordance
with the Incoterm selected for the shipment by SupplyNet, Inc. By default, if incoterm is not specified, the incoterm will be FCA
point of shipment from SupplyNet, Inc's facility.

5. Returns and Refunds

Please refer to our Warranty & Returns Policy for information on returns and refunds.

6. Product Descriptions

While we strive for accuracy, SupplyNet, Inc. does not warrant that product descriptions or other content on the website/catalog
are error-free, complete, or current.

7. Intellectual Property

All content on the website/catalog, including but not limited to text, graphics, logos, images, and software, is the property of
SupplyNet, Inc. and is protected by intellectual property laws.

8. Limitation of Liability

SupplyNet, Inc. is not liable for any indirect, incidental, special, or consequential damages of any nature including, but not
limited to, from the use or inability to use our products damages resulting from loss of profit or revenue, recall costs, claims for
service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property
damage, personal injury, death or legal expenses. Customer's recovery from SupplyNet, Inc. for any claim shall not exceed the
purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise.
Customer shall indemnify, defend and hold SupplyNet, Inc. harmless from any claims brought by any party regarding products
supplied by SupplyNet, Inc. and incorporated into the customer’s product.

9. Governing Law

These Terms and Conditions are governed by the laws of the state of New York and the applicable laws of the United States. Any
disputes shall be resolved in the courts of the State of New York.

10. Changes to Terms

SupplyNet, Inc. reserves the right to update or modify these Terms and Conditions at any time without prior notice.