1. The following Standard Terms and Conditions of Sale ("Terms & Conditions") are applicable to all sales made by Site Supply Direct, Inc., a Delaware corporation, having its principal place of business at 30 N Gould St., Ste. 2959

Sheridan, WY 82801 (hereinafter referred to as “Seller”). The purchase of any of Seller’s products is expressly conditioned upon Buyer's consent to these Terms & Conditions and they shall become binding upon Buyer submitting an order. All sales are subject to written confirmation by Seller. Receipt by Buyer of Seller's acknowledgment of an order without immediate written objection thereto shall constitute acceptance by Buyer of these Terms & Conditions. Buyer must respond to Seller's notice of acknowledgment within five (5) business days via email, or CRM system of receipt of such acknowledgment or Buyer will waive its right to cancel the order.

1. PRODUCT PRICE QUOTATIONS.The quotations or tenders are noncommittal in nature. No contract shall arise until a written acknowledgment from Seller accepting the Buyer’s order, is sent by Seller to the Buyer via phone, email or CRM system. Because no contract is formed until Seller acknowledges Buyer’s order, these Terms shall supersede any and all terms of Buyer. 

The weights, dimensions, capacities, performance ratings and other data on Seller’s catalogs, prospectus, circulars, advertisements, price lists and instructions sheets are mentioned only as general information.  They are only approximate and shall not bind Seller. 

1. Unless otherwise specified by the parties in writing, the products are to be delivered ex works, Seller’s facility located at 8125 Stayton Drive, Jessup 20794, Buyer is responsible for cost of insurance, unloading, and transportation from the loading location to the final destination. Risk of loss shall pass to Buyer upon Products being loaded on board for shipment. Seller is not responsible for any damage in shipment.
2. DELAYS IN DELIVERY.Where a specific shipping date is not designated in a writing signed by the Seller, the Seller shall not be responsible for any delays in filling those orders, nor shall it be liable for any loss or damages resulting from such delays. If a specific shipping date is specified in the order or later agreed to by the Seller, then the Seller shall not be liable for any delays in filling this order caused by delays resulting from any and all conditions beyond the control of Seller, including but not limited to, (a) accidents to or malfunctions of a manufacturer’s or a manufacturer’s subcontractors’ or suppliers’ machinery; (b) differences with employees, strikes, or labor shortage; (c) fire, floods, hurricanes or other natural disaster; (d) supplier or subcontractor delays, including any quantity or quality defects; (e) delays caused by an instrumentality of the United States Government or any government; (f) delays in the transportation; (g) restriction imposed by any governmental regulation, whether valid or invalid; or other cause beyond the control of the Seller, or any condition without the sole fault or negligence of the Seller. To the extent that Seller is liable for any delays in filling orders, Buyer’s remedy shall be limited to Seller credit against future orders, as agreed to in Seller’s written acknowledgement of Buyer’s order.

Under no circumstances shall Buyer or Buyer’s customer be entitled to any damages for Seller's failure to ship on time, and Buyer agrees to indemnify, defend and hold Seller harmless against any costs and expenses related to any claims for lost profits or other consequential damages based on Seller's failure to deliver timely. 

1. Unless otherwise stated, payment for the Products shall be received by Seller based on the following terms of the invoice and/or credit application as adequate for payment terms. Seller reserves the right to require cash or letter of credit payment terms. In the event payment is not received when due, interest shall be due at the rate of 5% on the unpaid portion of the invoice sum for each period of thirty (30) days or part thereof from the due date. Buyer shall pay all of Seller's costs of collection of any amounts past due, including, but not limited to attorneys’ fees, court costs, witness fees, travel and lodging, etc.

Seller has the right to refuse to deliver good or services if Buyer is past due on any of its debts to Seller.  Furthermore, Seller shall have the right to retake all products immediately unless other written arrangements have been made concerning payment if Buyer is past due on any debts to Seller. Buyer agrees to make all products available, shipping ready, for Seller, within five (5) business days of receiving notice from Seller of its intention to retake the products. Seller will be entitled to apply payments made by Buyer first to pay those claims it deems appropriate, including interest, late charges, costs of collection, etc. 

Buyer will not be entitled to suspend its payment obligations to Seller and/or to offset them with any obligations of Seller to Buyer. Buyer will not be entitled to dissolve the contract with Seller if Buyer is in default. If Buyer does not fulfill its payment obligations to Seller completely or within the applicable payment period, Seller will be entitled to suspend its obligations to Buyer completely and/or not to perform them.

1. INSPECTION & TRAINING; RETURNS. Buyer understands that Seller has no responsibility to provide installation and training services.

Unless Seller receives a written complaint with full particulars from Buyer regarding any defective products or services or other complaints within five (5) business days from the date the products or services are delivered, the products shall be deemed to have been delivered in good condition and that the delivery is accepted. In the event, Buyer returns the product(s), acceptance of the returned products does not imply acknowledgment by the Seller of the reason for the return. In the event of a return by Buyer, for all returned products, Buyer shall pay to Seller a restocking fee of ten percent (10%) of the invoice value of the products. Products returned by the Buyer to the Seller will remain at the Buyer’s risk and the Buyer will owe the agreed amounts until the Seller has credited the Buyer for these products. The products accepted by the Buyer from the Seller, which the Buyer has put fully or partly into use, treated, processed or delivered to others will be considered to conform to the contract. In the event of a return, if at its sole discretion Seller deems the products to be defective, its sole obligation shall be to replace the defective product. 

In the event of a replacement, Buyer for and on behalf of itself, and any subsidiaries, affiliates or assigns, officers or directors or shareholders, hereby releases and forever discharges Site Supply Direct, Inc. and their respective partners, beneficiaries, agents, representatives, officers, directors, shareholders, employees and agents from any and all rights, claims, demands, complaints, damages, attorneys fees, actions and causes of action cognizable at law or in equity, relating to the Product which Customer now has or might claim against Site Supply Direct, Inc., their beneficiaries, agents, representatives, partners, officers, directors, shareholders, and employees, from the beginning of the world to the end of the world.

 Buyer, other than an end-user consumer, is responsible to obtain and carry all appropriate business licenses, operation licenses, and reseller certificates, as well as to charge sales taxes to the end consumer.

1. INTELLECTUAL PROPERTY RIGHTS. All intellectual property rights to, ownership of and interest in all products, trademarks, trade names, logos, distinctive marks, designs, and other materials created and/or made available by the Seller hereunder or within the framework of the relationship between Buyer and Seller are vested exclusively in the Seller or the manufacturer of products purchased from Seller. The Buyer shall not reproduce, transfer, grant, assign, license or use the products, distinctive marks, and designs and other materials created and/or made available by the Seller and/or otherwise act as maker of and/or party entitled to such rights, except in accordance with these Terms.

The Buyer will not be permitted to remove or alter indications concerning intellectual property rights and concerning the confidential nature of information from products, services, programs, works, distinctive marks, inventions, designs, models and other materials created and/or made available by the Seller.

The Buyer will not be entitled to alter - or have altered, - modify, have modified, adapted or otherwise reconfigured, distinctive marks or intellectual property made available by the Seller.

The Buyer will indemnify the Seller against claims of third parties based on the allegation that by using materials made available by the Buyer, the Seller has infringed the intellectual property rights of third parties.

Seller makes no warranty concerning the appropriateness of the products, services or programs to the purposes for which Buyer or its customer is acquiring the same. Moreover, Seller makes no warranty that the good, services, programs or other intellectual property of Seller does not infringe the rights of third parties and Seller, and shall be under no obligation to protect Buyer from any claims made by third parties for any reason.

1. CANCELLATION PRIVILEGES. Seller may cancel any contract if Buyer is in default of the payment of any obligations pursuant to or any contract between the parties, or if in the sole judgment of Seller, Buyer’s financial condition and responsibility has become materially impaired. In addition, Seller shall have the right to recover damages for nonperformance, and any unpaid installments due on account of this or any other contract between the parties shall become immediately due and payable. If the Buyer - validly - cancels the contract, the Buyer will be obliged to compensate the Seller for any costs incurred by the Seller in connection with making the offer and entering into the contract and the damage and/or loss arising from the cancellation.

The Seller will be entitled to terminate the contract unilaterally with immediate effect, fully or in part and/or to suspend performance of its obligations under the contract with immediate effect if:

1. the Buyer has failed to fulfill one or more of its obligations under this or any other contract or sales terms;
2. Buyer has suspended payments or has sought the protection of the Bankruptcy Courts;
3. a petition for the involuntary bankruptcy of the Buyer has been filed;
4. the Buyer’s property on Seller’s premises has been attached in execution;
5. a resolution for the dissolution and/or winding up of the Buyer has been adopted;
6. the enterprise operated by the Buyer has been fully or partly transferred to a third party.

The Seller will not be liable with respect to the Buyer for any damages arising from termination of the contract or from the suspension of obligations under the contract for the aforementioned reasons.

If the contract is terminated, performance of the contract already received by the Buyer and the payment obligations of the Buyer in connection with it will remain. The amounts invoiced by the Seller for performance prior to or upon termination of the contract will be immediately due and payable after termination. Buyer agrees to pay any of Seller’s costs, damages, attorneys’ fees and other expenses associated with Seller’s termination of any contract with Buyer pursuant to the terms of this section.

1. CONFIDENTIALITY & NON DISPARAGEMENT. Buyer agrees to use its best efforts to maintain in confidence the existence of these Terms & Conditions, the underlying allegations associated with these Terms & Conditions, the basis Buyer asserts in requesting any refund, the contents and terms of these Terms & Conditions and the consideration for these Terms & Conditions (hereinafter collectively referred to as "Confidential Information"). Unless otherwise provided herein, Buyer hereto agrees to take every reasonable precaution to prevent disclosure of any Confidential Information to third parties, and agrees that there will be no publicity, directly or indirectly, concerning any Confidential Information. Buyer agrees to refrain from any disclosure of Confidential Information, disparagement, criticism, defamation, slander of the other, or tortious interference with the contracts and relationships of Seller. The Parties agree that in the event of a breach of this section it is and will be impracticable and extremely difficult to determine the actual damages suffered by Seller and that Seller will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Therefore, the parties have agreed that in order to compensate Seller for its loss in the event of breach of this section or other sections of these Terms & Conditions, Buyer shall pay to Seller the purchase price of the product at issue, provided, however, this remedy shall not prevent Seller from seeking additional damages that it may be entitled to.
2. 11. No Representation.Buyer represents that it/he/she has carefully read and understands the scope and effect of the provisions of these Terms & Conditions. Neither Party has relied upon any representations or statements made by the other Party which are not specifically set forth in these Terms & Conditions. 
3. No Admission Of Liability.Each Party acknowledges and agrees that neither these Terms & Conditions, nor any consideration provided pursuant to these Terms & Conditions, shall be taken or construed to be an admission or concession by either Seller or Buyer of any kind with respect to any fact, liability, or fault.
4. If at any time after the effective date of these Terms & Conditions, Seller institutes any action or proceeding against Buyer relating to the enforcement of these Terms & Conditions, Buyer shall reimburse Seller for the reasonable expenses of attorneys’ fees and all costs and disbursements incurred therein, including, without limitation, any such fees, costs or disbursements incurred on any appeal from such action or proceeding. Subject to the provisions of local law, Seller shall recover all such fees, costs or disbursements as costs taxable by the court or arbiter in the action or proceeding itself without the necessity for a cross action.
5. WRITTEN Modification. These Terms & Conditions cannot be modified, altered or changed except by a writing signed by both the Seller and the Buyer wherein specific reference is made to these Terms & Conditions. 
6. FORCE MAJEURE. In case of a Force Majeure event, the Party's obligations that cannot be performed as a result of such Force Majeure event are suspended during the time that the Force Majeure event lasts. Force Majeure as meant in this Contract means any circumstances that are beyond the reasonable control of a Party, such as (but not limited to) unforeseeable and unavoidable conditions, natural disasters, fire, torrents and earthquakes. If a Force Majeure event is present, the Parties whose obligations are suspended shall notify the existence of such event in writing to the other Party. Buyer agrees to indemnify, defend and hold Seller harmless against any claims made by third parties based on whole or in part on Seller’s inability to perform because of Force Majeure.
7. GOVERNING LAW. These Terms & Conditions shall be construed in accordance with the internal laws of the State of Delaware without regard to principles of conflict of law, in every respect including, without limitation, validity, interpretation, and performance.
8. All disputes and differences of any kind arising under these Terms & Conditions, or arising between the Parties including the existence or continued existence of these Terms & Conditions and the arbitrability of a particular issue, which cannot be settled amicable by the Parties, shall be submitted to binding arbitration at the sole discretion of Seller. The arbitration shall be conducted in Chicago, Illinois, USA, and shall be finally settled in accordance with the Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the above-mentioned rules.  The decision of the arbitration tribunal shall be final and binding upon the Parties and may be enforced in any court of competent jurisdiction, and no Party shall seek redress against the other in any court or tribunal except solely for the purpose of obtaining execution of the arbitral award or of obtaining a judgment consistent with the award.
9. ENTIRE AGREEMENT AND INTEGRATION.

THESE TERMS & CONDITIONS AND THE PURCHASE ORDER, CONSTITUTE A SINGLE INTEGRATED CONTRACT AND THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS, COMMUNICATIONS AND ARRANGEMENTS, WHETHER ORAL, WRITTEN, EXPRESS OR IMPLIED, BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.  

1. SEVERABILITY. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Parties further agree to renegotiate any so severed provision to bring the same within applicable legal requirements to the greatest extent possible.
2. LIMITATIONS ON WARRANTY. The Manufacturer’s Limited Warranty attached hereto as Exhibit 1 contains the only warranty, express or implied, provided to Buyer.

Subject to applicable law, Seller’s obligations to Buyer for any breach by Seller of any of these Terms & Conditions (whether implied by statute or otherwise) shall be limited to the replacement of the products (“Defective Products”). Seller will replace any Defective Products with substitute equivalent Products within a commercially reasonable time after Seller’s receipt of the Defective Products delivered to Seller at Buyer’s expense, so long as Buyer notifies Seller within five (5) business days of receipt of any Defective Products. Replacement of the Products is the absolute limit of Seller’s liability howsoever arising under or in connection with the description, quality, condition, performance, assembly, manufacture, design, merchantability or fitness for purpose of the Products or alternatively the sale, use of, storage or any other dealings with the Products by Buyer or any third party.

SELLER DISCLAIMS ANY EXPRESS WARRANTY NOT PROVIDED HEREIN AND ANY IMPLIED WARRANTY, GUARANTY OR REPRESENTATION AS TO PERFORMANCE, QUALITY AND ABSENCE OF HIDDEN DEFECTS, AND ANY REMEDY FOR BREACH OF CONTRACT, WHICH BUT FOR THIS PROVISION, MIGHT ARISE BY IMPLICATION, OPERATION OF LAW, CUSTOM OF TRADE OR COURSE OF DEALING, INCLUDING IMPLIED WARRANTIES OF WORKMANLIKE QUALITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SELLER FURTHER DISCLAIMS ANY RESPONSIBILITY FOR LOSSES, EXPENSES, INCONVENIENCES, SPECIAL, INDIRECT, SECONDARY OR CONSEQUENTIAL, INCIDENTAL, AND CONTINGENT DAMAGES

WHATSOEVER, INCLUDING DAMAGES ARISING FROM OWNERSHIP OR USE OF PRODUCT.

IMPLIED WARRANTIES IN JURISDICTIONS WHERE THEY MAY NOT BE DISCLAIMED SHALL BE IN EFFECT ONLY FOR THE DURATION OF THE EXPRESS WARRANTY SET FORTH HEREIN.

If BUYER has a claim under this Limited Warranty or under any implied warranties provided to BUYER by state law, BUYER may not file a court action or arbitration action based on that claim any later than one (1) year after BUYER’S right to file a court action accrues.  In those states which do not allow this limitation on the time period for filing a court action, this provision is inapplicable.

1. LIABILITY AND REMEDIES.

SELLER’s liability with respect to the Product sold TO BUYER AND ANY SERVICES PROVIDED BY SELLER shall be limited to REPLACEMENT OF THE PRODUCT. SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SELLER, OR ANY UNDERTAKING, ACTS OR OMISSIONS RELATING THERETO.

Without limiting the foregoing, SELLER specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, services, down time, shut down or slow down costs, or for any other types of economic loss, and for claims of BUYER’S customers or any third party for any such damages. SELLER SHALL NOT BE LIABLE FOR AND DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.

BUYER AGREES THAT WITH REGARD TO ANY POTENTIAL CLAIM RELATING TO THE PRODUCT, IT SHALL WAIVE AND NOT SEEK ANY REMEDY OTHER THAN REPLACEMENT OF THE PRODUCT FROM THE SELLER. BUYER AGREES THAT IT SHALL NOT SEEK ANY REMEDY FROM SITE SUPPLY DIRECT, INC.’S OWNERS, MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSOCIATES, SUBSIDIARIES, OR AFFILIATES AND BUYER HEREBY WAIVES ANY AND ALL POTENTIAL CLAIMS AGAINST SAID PARTIES.

1. COST AND FEES OF COURT/ARBITRATION

Should Seller prevail in any dispute, whether in arbitration or court, including obtaining a dismissal in court or settlement in favor of Seller, Buyer agrees to pay all of Seller’s costs and fees. “Costs and Fees” mean all expenses of the arbitration or litigation, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.

1. NO PRIOR REPRESENTATIONS

Each party acknowledges that, except as expressly set forth herein, no representations of any kind or character have been made by any other party or parties, agents, representatives, or attorneys, to induce the acceptance of these Terms & Conditions.