Terms of sale

These terms and conditions govern the sale of Products (“Product or Products”) and provisions of services
(“Services”) by Component Distributors Inc. (CDI) and its affiliates (“Seller”) as well as by third party
vendors and/or service providers of Seller. 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. CDI’s failure to object to
conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance
of the Products and/or Services 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 orders must identify the
products, unit quantities, part numbers, applicable prices and requested delivery 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. Seller may designate certain Products and Services as
non-cancelable, non- returnable (“NCNR”) and the sale of such Products shall be subject to
any special terms and conditions contained in Seller’s Order Acknowledgement or NCNR
Letter, which shall prevail and supersede any inconsistent terms and conditions contained herein
or elsewhere.
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. Price quotations
shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the
quotation.
3. Taxes: Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of
transportation and insurance 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
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 check, money order, credit card, PayPal or wire transfer (all
fees are borne by the Buyer). A surcharge of 3% for credit card sales and 4% for sales via PayPal will
be assessed except for sales shipped to these states: Colorado, Connecticut, Florida, Kansas, Maine,
Massachusetts and Oklahoma. Where Seller has extended credit to Buyer, terms of payment shall be
net thirty (30) days from date of invoice, without offset or deduction unless otherwise noted. On any
past due invoice, Seller may impose interest at the rate of one and a half percent [1.5%] per month. If
Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit
and thereby suspend or cancel performance under any or all purchase orders or agreements in which
Seller has extended credit to Buyer. In the event of default by Buyer, 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: All deliveries will be made “EXWORKS” place of shipment. 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 failure to perform due to causes beyond the reasonable control of the seller, nor shall the carrier be deemed and agent of the seller. A delayed delivery of any part of an order does not entitle buyer to cancel other deliveries.