PLEASE READ THESE TERMS AND CONDITIONS OF SALE VERY CAREFULLY. THE TERMS AND CONDITIONS OF SALE ARE LIMITED TO THOSE CONTAINED HEREIN AND IN SAYERS’ INVOICE OR OTHER SAYERS DOCUMENTATION (COLLECTIVELY, THE “T&C”). ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN. CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE T&C OF SALE UNLESS CUSTOMER AND SAYERS HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN TO THE EXTENT INCONSISTENT WITH THESE T&C. ANY ORDER-SPECIFIC TERMS AND CONDITIONS PERVAIL OVER ANY GENERAL TERMS AND CONDITIONS OF PURCHASE REGARDLESS OF WHETHER OR WHEN YOU HAVE OR WILL SUBMIT A PURCHASE ORDER FOR SUCH TERMS.

The T&C, together with any Sayers’ quote or invoice, constitute the entire, binding agreement between Sayers and its Customers and supersedes all prior or contemporaneous understandings, agreements, negotiations, and communications.

Orders are not binding upon Sayers until accepted by Sayers. We may choose not to accept orders in our sole discretion. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. A Customer’s acceptance of the T&C is evidenced by any of the following: (a) making a purchase, (b) placing an order with Sayers, including by issuance of a purchase order based, all or in part, on a quotation provided by Sayers, or (c) written acceptance of an offer or quotation provided by Sayers.

Fulfillment of a purchase order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend the T&C. Additional or different terms and conditions contained in any Customer purchase order will be null and void. No matter of prior dealings between Sayers and Customer will be relevant to determine the meaning of the T&C.

The items in Sayers’ quote may be non-cancellable or non-returnable once ordered.

While the T&C may be updated from time to time by Sayers, following acceptance by Customer, the T&C are binding on Customer may only be amended or modified in a writing which specifically states that it amends these terms and is signed by an authorized representative of each party.

Terms of payment are within Sayers’ sole discretion. All pricing, fees, and amounts listed in Sayers’ Invoice or other Sayers documentation are exclusive of taxes, duties, shipping fees, and similar amounts, all of which are the Customer’s responsibility. Price increases may apply for orders placed after the expiration date specified on Sayers’ quote.

Product, descriptions and available inventory are updated frequently and may change without notice. The pricing provided in this quote is based on current market conditions and is subject to change due to various factors, including but not limited to supply chain changes and external economic conditions, including tariffs. Should any of these factors result in cost increase, we will inform you as promptly as possible and provide an updated pricing estimate.

Renewals will be invoiced at the then-current rates in effect at the time of renewal. Customer acknowledges and agrees that such price changes will apply automatically upon renewal, without the need for further approval or acceptance.

Invoices are payable by the due date stated on the invoice. Customer’s obligation to pay all amounts due to Sayers is absolute and unconditional and is not subject to any abatement, counterclaim, defense, deferment, interruption, recoupment, reduction, or setoff for any reason whatsoever. For the purpose of clarity, in the event Sayers allows Customer to make installment payments (annual or otherwise) on any purchase, the entire purchase price must be paid in full notwithstanding Customer’s termination of the agreement or non-use of the product.

The pricing and payment terms offered in Sayers’ quotes are subject to approved credit. If the credit line is permitted, payments are due and payable within the terms stated on Customer’s invoice. We may charge a late penalty of 1.5% per month on undisputed amounts or the maximum rate permitted by law, whichever is less.

In the event of a payment default, Customer will be responsible for all of Sayers’ costs of collection, including court costs, filing fees and attorney’s fees.

Customer is solely responsible for complying with all applicable terms, conditions, and end user license agreements of the manufacturer and Customer shall indemnify, defend, and hold Sayers harmless for any costs, expenses, or damages incurred by Sayers as a result of Customer’s failure to comply with such terms, conditions, or end user license agreement.

Customer acknowledges and agrees that Sayers does not manufacture, own, or control any of the products or services offered to or purchased by Customer and the only warranties offered are those of the manufacturer, not Sayers. In purchasing any products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, or any marketing materials describing the products that may be provided by Sayers.

SAYERS AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO PRODUCTS SOLD OR SERVICES PROVIDED BY THIRD PARTIES OR AFFILIATES OF SAYERS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY AGAINST INFRINGEMENT. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER’S WARRANTY, IF ANY. NEITHER SAYERS NOR ITS AFFILIATES WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NEITHER SAYERS NOR ITS AFFILIATES WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE OR THE PROVISION OF SERVICES BY THIRD PARTIES. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES PROVIDED DIRECTLY BY SAYERS OR ITS AFFILIATES, NEITHER SAYERS NOR ITS AFFILIATES ARE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM.

Sayers will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, pandemics, epidemics, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.

Certain products purchased from Sayers are eligible for returns subject to manufacturer policies and procedures. Customers may contact a Sayers customer service specialist via email at returns@Sayers.com to determine whether a Return Merchandise Authorization (RMA) may be issued with respect to a particular purchase. Customers should contact a Sayers customer service specialist before shipping product back to Sayers. This will expedite and help ensure the proper action or credit upon processing. Customers should note that return privileges vary by manufacturer and all returns are subject to the manufacturer’s policies and procedures.

THESE TERMS AND CONDITIONS OF SALE AND ANY SALE HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT IN LAKE COUNTY, ILLINOIS AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN LAKE COUNTY, ILLINOIS AND SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.