800.558.5592 • [email protected] • perlick.com 97 TERMS AND CONDITIONS QB\60534913.4 Last Updated February 15, 2021 TERMS AND CONDITIONS OF SALE Please read these Terms and Conditions of Sale (these “Terms”) carefully. These Terms materially affect the parties’ obligations. Perlick Corporation, a Wisconsin corporation (“Seller”) is bargaining for and will do business with Buyer (as defined below), as it relates to the matters contained in this Agreement (as defined below), only pursuant to these Terms. Seller’s acceptance of orders for the purchase of any goods or services (together, the “Offerings”) is expressly subject to and conditioned on the buyer of the Offerings (“Buyer”) agreeing to these Terms. 1. ACCEPTANCE; CONTRARY TERMS; ENTIRE AGREEMENT. All orders for Offerings are subject to Seller’s acceptance of such order at its office. Any price quotation referencing these Terms expires if not accepted by Buyer within fifteen (15) days after the date of the quotation, unless otherwise stated by Seller in such quotation. Buyer’s order is accepted only pursuant to these Terms. The provisions of any purchase order or other writing inconsistent with these Terms will not constitute a part of the contract of sale. Seller’s acceptance of any order for the Offerings is conditional on Buyer’s agreement to these Terms. If any of these Terms are not acceptable to Buyer, Buyer shall promptly notify Seller thereof. If Seller does not receive Buyer’s written objection to these Terms within ten (10) days after Buyer receives the document referencing these Terms from Seller, or if Buyer accepts delivery of any Offerings, these Terms shall be deemed irrevocably accepted in their entirety by Buyer. Seller’s failure to object to provisions contained in any purchase order or communication from Buyer shall not be construed as an acceptance of any such provision or as a waiver of any term of these Terms. WITHOUT LIMITING THE FOREGOING, SELLER HEREBY EXPRESSLY OBJECTS TO ALL TERMS THAT ARE ADDITIONAL OR CONTRADICTORY TO THESE TERMS, REGARDLESS OF WHETHER SUCH TERMS ARE SPECIFIED IN ANY OTHER EMAIL, ACKNOWLEDGEMENT, PURCHASE ORDER, CONFIRMATION, OR OTHER DOCUMENT SUPPLIED BY BUYER, INCLUDING WITHOUT LIMITATION THOSE TERMS AND CONDITIONS REGARDING WARRANTY AND INDEMNITY. NO ADDITIONAL OR CONTRADICTORY TERMS WILL BE EFFECTIVE UNLESS EXPRESSLY AGREED TO IN A WRITING HAND-SIGNED BY SELLER. UPON BUYER’S RECEIPT OF AN ORDER ACKNOWLEDGEMENT FROM SELLER, BUYER’S ORDER WILL BE NON-CANCELLABLE BY BUYER UNLESS SELLER CONSENTS THERETO IN A WRITING HAND-SIGNED BY SELLER. NO ONLINE OR ELECTRONIC TERMS OR CONDITIONS OF BUYER WILL BE BINDING ON SELLER EVEN THOUGH SUCH TERMS WERE “ACCEPTED” IN ORDER TO ACCESS OR USE A SYSTEM. These Terms, together with the email, price quotation, order acknowledgement, or other similar form issued by Seller and referencing or relating to these Terms (together, this “Agreement”) is intended by the parties to be the final expression of their agreement and are intended also as a complete and exclusive statement of the terms and conditions of the matters thereof and hereof. 2. CHANGES; CANCELLATIONS. Requests by Buyer for cancellation, termination, modification, suspension, or delay in shipment of Buyer’s order are subject to acceptance or rejection by Seller in its sole discretion. Such requests will not be accepted on terms that do not fully indemnify and reimburse Seller against any loss associated therewith. Such indemnity must include recovery of all costs incurred, including normal indirect and overhead charges, and a normal profit. Seller generally will not approve any change to an order proposed by Buyer less than forty-five (45) days prior to shipment. Seller may cancel any Order in accordance with Section 20. 3. SAFETY CHANGES. Seller reserves the right to make safety changes without Buyer approval to address any actual or potential safety defect in any Offerings or changes in governmental regulations or standards. Seller shall provide notice to Buyer of any material change at the time of change and the parties shall confer and mutually agree upon any specifications changes to address any such issue. 4. PRICES. Unless Seller specifically agrees to hold prices open for a length of time on Seller’s price quotation, all prices are subject to change without notice to Buyer and any unshipped balances on purchase orders will be invoiced to and paid by Buyer at Seller’s prices in effect at the time of delivery. All prices are exclusive of freight, shipping, drayage, boxing, and crating charges, both to and from Seller’s facility, and all such charges are the responsibility of, and will be paid by, Buyer. Unless otherwise specified in this Agreement, prices stated in this Agreement do not include any manufacturers, sales, use, or excise taxes, charges or duties, or any other tax, fee, or charge of any nature whatsoever imposed by any governmental authority on or measured by any transaction between Seller and Buyer, and Buyer shall pay all such amounts. In the event Seller is required to pay any of the foregoing amounts, Buyer shall reimburse Seller therefor. Prices may be increased by any increase in any of the foregoing amounts, as well as any increase in tariffs, duties, or other similar amounts, regardless of whether any such amounts were included in quoted prices. Prices stated in this Agreement may not include travel or other out-of-pocket expenses incurred by Seller in connection with the performance or delivery of the Offerings, and Buyer shall reimburse Seller for all such expenses. Seller makes no warranty with respect to price, including without limitation as to the prices charged by Seller to other buyers, and the terms of such sales. In the event Buyer purchases any Offerings consisting of finished goods, Buyer shall comply with Seller’s Minimum Advertised Price Policy and Seller’s Electronic Minimum Resale Price Policy, in each case as may be amended from time to time, each of which may be found on Seller’s website and are hereby incorporated by reference. 5. PAYMENT. All payments are due in accordance with the payment terms agreed upon in writing between Buyer and Seller. If no such payment terms have been agreed upon, all payments are due in full net 30 days from the date of Seller’s invoice. Seller reserves the right to require full cash payment in advance or at the time of delivery whenever Seller, in its sole discretion, develops doubt as to Buyer’s financial responsibility; Seller will not in such event be liable for non-performance. Buyer shall incur a service charge if Seller receives payment after the due date, calculated as follows: one and one- half percent (1.5%) of the invoice amount if Seller receives the payment between one (1) and thirty (30) days after the due date; three percent (3%) if Seller receives the payment between thirty-one (31) and sixty (60) days after due date; and so on. In addition to all other remedies available under this Agreement or at law (which Seller does not waive by the exercise of any rights hereunder), Seller may suspend the delivery or performance of any Offerings if Buyer fails to pay any amounts when due and such failure continues for ten (10) days following such due date. WARRANTY CONTACT INFORMATION: Technical Service (Partstown) phone number: 844-411-8050 Technical Service e-mail (Partstown): [email protected] Warranty Claim Submissions (Perlick): [email protected]
