Each sale to Buyer is subject to these terms and conditions that will supersede any buyer's documentation or purchase order terms that do not align with ProServices Supply terms. Any additional or varying terms and conditions of sale or alteration of any such terms is explicitly reject by Seller and will not bind Seller unless specifically agreed upon in writing by one of Seller's authorized representatives. No alteration of these Terms and Conditions may result by Seller’s shipping of goods or provision of services (these goods and services will be referred to as "Goods" collectively) after the receipt of Buyer's purchase order or documentation containing extra, inconsistent, or misaligned terms. Parties, their successors, and permitted representatives are bound by these Terms and Conditions.

All disclosures, notices, agreements, and other communications that Seller delivers to Buyer digitally shall comply with any legal requirements that such communications be in writing. No oral or written agreements, contracts, promises, guarantees, representations, or inducements have been made by Seller, or any party acting on behalf of Seller, that are not included in these Terms and Conditions, and these Terms shall prevail over any prior contracts, agreements, representations, or negotiations, between the Parties. Buyer must acknowledge that it is not relying on any, oral or written, contracts, agreements, representations, or negotiations, by Seller, or any party acting on behalf of Seller, that are not included herein.

All product details on Seller's site, catalog or other marketing content are delivered by the relevant OEM and/or supplier and shall not be considered as a claim, representation, or warranty of Seller. Seller reserves its sole right to accept or decline any order of Buyer.

Seller will not hold any liability for default or delays in delivering goods or provision of services caused by any event or circumstance that is beyond Seller's reasonable control including, but not limited to, acts of God, strikes, labor issues, destruction of goods, damaged goods, declared or undeclared wars, OEM's shortages, unavailability of transportation, fuels, materials, or supplies, acts of terrorism, and government action. In the situation of act of God event:

• The duration to fulfil the order for Seller shall be given a reasonable extension and the Parties shall come to agree on another date in the future
• The purchase price shall be open for adjustments to allow Seller to factor in additional costs resulting from the act of God event
• Buyer shall not be entitled to any damages, reimbursement, or remedy

To the degree not forbidden by applicable legislation, in no event, whether in Tort, Indemnity, Contract, Warranty, Strict liability or otherwise, Directly, or Indirectly resulting out of the Implementation or Infringement of these terms, shall seller be liable for

• Any accidental, Punitive, Indirect, Consequential, Special or similar damages such as Lost profits, Loss of use, Delay damages, or Attorneys' fees, even if these damages were foreseeable or resulted due to Seller's breach of this Agreement
• Any claim that is technically a claim against a vendor/OEM, or
• Any sum in excess of the amount paid to seller for goods sold to buyer that are subject to such claim(s). All claims must be pursued within 1 year of Accrual of a Cause of action.

If delivery of Goods is occurring in Seller-owned vehicles, they will be delivered F.O.B. Buyer's specified delivery location. In any other circumstances, the F.O.B. location shall be deemed to be Seller's warehouse or store, and Buyer shall be liable to pay all liability and expenses of shipping and delivery beyond Seller's F.O.B store or warehouse. Risk of damages and title of Goods shall transfer to Buyer at the approved F.O.B. location.

Claims involving damage to or loss of goods or shortage of goods that can lead to Seller's loss shall be deemed to be waived, except when Buyer provides a written notification highlighting specific details of any such shortage, damage, or loss of Goods within 3 business days after the receipt of shipment. Partial shipments are only allowed at Seller's sole discretion.

Unless otherwise agreed upon by the Parties in writing, Buyer shall make the payment within net 30 days from delivery in US dollars. Notwithstanding the aforementioned term, each order is subject to continued Buyer's Credit approval by Seller. Seller reserves the right to cancel or suspend fulfilment of any order, or demand altered terms of payment, including, but not limited to, advance payment or cash on delivery. Moreover, Seller also reserves the right to ask for 100% advance deposit of Buyer's order price for customized or especially made-to-order Goods requested by Buyer.

Due payments may be made in the form of check, ACH, cash, money order, or other valid tender authorized in writing by Seller. For credit Buyers, Seller will not accept credit card or other fee-bearing payment modes. Seller, at its sole discretion, may apply Buyer's payment against open expenses. Accounts that have passed their due payment date shall bear interest at the rate of 1.5% per month or the maximum rate allowed by application law, whichever is lower. Any such interest will continue after Seller has acquired a judgment against Buyer.

Seller reserves the right to attempt to setoff to apply to or satisfy Buyer's outstanding debt. Buyer shall not setoff hereunder, the same being explicitly waived hereby. Seller reserves the right to file liens as per applicable law and expressly disowns any request or demand for a waiver of lien rights by Buyer. Seller reserves every right to invoice and receive payment against Goods supplied to Buyer, and any terms and conditions included in any of Buyer's documentation or purchase orders that attempt to limit the manner or duration in which Seller may invoice Buyer are hereby waived by Buyer.

Buyer is liable to pay Seller all expenses and costs of suit, collection, or other legal proceedings that occur due to the business relationship between Parties, including, but not limited to, incurred pre-suit, collection costs, attorneys' and paralegals' compensation, on appeal, through trial, and in any bankruptcy or administrative legal action. Seller can assign any cause of action that it may have against Buyer without Buyer's consent to ProServices Supply or to any of its subsidiaries or affiliates.

This policy, Buyer's account and the commercial relationship between Parties shall be governed by and adhered to in compliance with the laws of the State of Georgia without paying any heed to conflicts of rules, specifically not including the UN Convention on Contracts for the International Sale of Goods. Buyer and Seller agree that any legal proceedings arising out of or related to this Policy shall be brought in Cobb County, Georgia, and any right to object to such venue or to assert the inconvenience of such venue is hereby waived. The Parties waive all rights to jury trials.

Lack of enforcement or invalidity of all or any of these Terms shall not have any effect whatsoever on the enforceability and validity of the other Terms. The Parties herein agree to replace any invalid, unenforceable, or void term(s) with an alternative term that achieves identical financial, practical, and economic objectives along with being enforceable and valid.

You can find Seller’s Privacy and Security Statement at: https://proservicessupply.com/privacy-statement