Terms and Conditions

1. Acceptance. Seller’s acceptance of all orders, by any means including oral, fax, e-mail, or electronic using Seller’s website, is expressly conditioned upon Buyer’s consent, either express or implied, to these terms and conditions. Seller will not accept, and hereby rejects, any other terms and conditions (whether written or oral) originating from Buyer that attempt to modify, add to, or otherwise change the terms and conditions stated herein. Buyer’s acceptance of these terms and conditions may be made, in addition to any other act that constitutes acceptance by law, by any of the following: (a) Buyer’s signature of Seller’s Customer Application, (b) Buyer’s written acknowledgment or other act or expression of acceptance, (c) Buyer’s acceptance of shipment from Seller, or (d) Buyer’s payment for any Products.

2. Electronic Signature. The Parties agree and understand that all electronic signatures, whether digital or encrypted, of the parties included in this and other Agreements between the Parties, are the legal equivalent of a manual/handwritten signature. The Parties hereby consent to be legally bound by their Electronic Signature(s) and by the terms, conditions, requirements, information and/or instructions contained in any such Electronic records to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Ohio Electronic Signature Act and any other applicable law, including without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

3. Shipment/Title/Risk of Loss/Taxes. Seller will select carrier to transport products to shipping location designated by buyer, unless at time the order is placed, buyer instructs Seller which carrier to use for product shipment. Seller shall not be liable for any shipping delays. Buyer shall bear all costs including without limitation, costs of transportation, insurance, applicable federal, state, municipal or other governmental taxes, applicable import/export or customs duties, license fees, brokerage fees and similar charges, however designated or levied on the sale of Products. All Products will be deemed accepted by Buyer upon shipment. Title to the Products shall pass to Buyer at the time the Products are loaded on a truck at Seller’s dock or when delivered to Buyer’s representative at Seller’s facility. All risk of loss, damage, theft or destruction passes to Buyer at Seller’s dock or when delivered to Buyer’s representative at Seller’s facility. No such loss, damage, theft or destruction to the Products, in whole or in part, shall impair the obligations of Buyer under this agreement, all of which shall continue in full force and effect. Buyer, at its expense, will make and negotiate any claims against any carrier, insurer, customs broker, freight forwarder or customs collector. Any loss occasioned by damage in transit will be for Buyer’s account and claims for such loss shall be made solely against the carrier. All shipments to be made hereunder shall at all times be subject to the approval of Seller’s credit department.

For shipment outside the US, title to the Products shall pass to Buyer at the time the Products are loaded on a truck at Seller’s dock or when delivered to Buyer’s representative at Seller’s facility. All risk of loss, damage, theft or destruction passes to Buyer at Seller’s dock or when delivered to Buyer’s representative at Seller’s facility. No such loss, damage, theft or destruction to the Products, in whole or in part, shall impair the obligations of Buyer under this agreement, all of which shall continue in full force and effect. Buyer, at its expense, will make and negotiate any claims against any carrier, insurer, customs broker, freight forwarder or customs collector. Any loss occasioned by damage in transit will be for Buyer’s account and claims for such loss shall be made solely against the carrier. All brokerage fees, duties, taxes and import fees are the responsibility of the Buyer. All shipments to be made hereunder shall at all times be subject to the approval of Seller’s credit department.

4. Shortages/Rejection of Delivery. All claims for damages or shortages of Products or Rejection of Products must be made by Buyer to Seller and Freight Carrier in writing within twenty four (24) hours of receipt of Products and must state in reasonable detail the reason for the rejection or the amount of the alleged damage or shortage. Unless such notice is given within such twenty-four hour period, Buyer is conclusively presumed to have fully inspected the Products with no claim for damages, shortages or grounds for rejection. Packages showing severe external damage at the time of delivery should be refused with refusal notice made to Seller. Minor damage or shortage at the time of delivery must be noted on the freight shipping ticket, signed and dated by the driver. Seller recommends to save all packing slips, boxes and packing material until the dispute is completely resolved.

5. Security Interest. To secure payment for all purchases from Jenne, Inc. now and in the future, Debtor hereby grants Jenne, Inc. a security interest in all of Debtor’s now existing or hereafter created or arising personal property including, without limitation, all inventory, equipment, accounts, chattel paper, instruments (including but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property, money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles); all fixtures, commercial tort claims, securities, supporting obligations and any and all proceeds of the foregoing. Buyer hereby authorizes Seller to prepare and file any financing statement as necessary under the UCC (PPSA Canadian customers). Buyer further agrees to promptly execute any other documents requested by Seller such as a security agreement, in order to protect Seller's security interest. Upon any default by Buyer of any of its obligations to Seller, Seller shall have all the rights and remedies of a secured party under the Uniform Commercial Code (or PPSA Canadian customers), which rights and remedies shall be cumulative and not exclusive.

6. Payment. Unless otherwise agreed in a writing signed by Seller, all purchases on credit terms must be paid in accordance with Seller’s normal terms of sale, which are net thirty (30) days from invoice date and in payable in USD only. All past due amounts are subject to a one and a half percent (1.5%) monthly financing charge or the highest interest rate permitted by law, whichever is lower. All drafts dishonored for any reason shall be assessed a thirty dollar ($30.00) service charge. Buyer may not use anticipated credit memos before Seller issues the credit on account. Payment using an anticipated credit memo before Seller has issued credit will be considered a short payment and may result in delayed shipments. Seller does not issue refunds. Credit memos must be used on current outstanding balances or future purchases. In the event that Buyer utilizes a credit card to purchase Products, Buyer agrees to not unnecessarily dispute such charges and further agrees to use best efforts to resolve any good faith dispute. Seller has no continuing obligation to deliver Products on credit. Seller may extend credit to Buyer for purchasing Products to the extent Buyer may be eligible under the applicable Seller’s programs and consistent with Buyer’s credit capability, as determined by Seller from time to time in Seller’s discretion.

7. Returns. The terms for all Product returns are limited to those set forth in Seller’s DOA and Non-DOA Return Policy which outline return merchandise authorization (“RMA”) policies and procedures and are located on Seller’s website and in Seller’s catalog and may be modified in any manner and at any time by Seller. Requests for RMA are to be made on the Seller’s website. All returns must be placed in shipping box along with RMA Packing List from Seller and clearly marked externally with the RMA number. All returns are subject to product replacement or credit only. The time period allowed for returns are determined by manufacturers of the Products and are listed in Seller’s Website (RMA MFG Guidelines). Any shipment made to seller without an RMA number will be refused. Seller is not responsible for any items shipped to Seller without prior authorization.

8. No Warranties by Seller. Product warranties, if any, are provided by the manufacturer or publisher of the Products. SELLER MAKES NO WARRANTIES EXPRESS OR IMPLIED OF ANY KIND WITH REGARD TO THE PRODUCT. SELLER DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Events of Default. Buyer shall be in default under this agreement upon the happening of any of the following events or conditions: (a) default by Buyer on payment of any installment, invoice, bill or any other indebtedness or obligation now or hereafter owed by Buyer to Seller, (b) default in the performance of any obligation, covenant or liability contained in this agreement or any other agreement or document between Buyer and Seller, (c) any inaccuracy with respect to any warranty, representation or statement made or furnished by Buyer, (d) dissolution, termination of existence, insolvency, business failure, or discontinuance of Buyer’s business or the appointment of a receiver for any part of the property of, or assignment for the benefit of creditors by, Buyer or the commencement of any proceedings under any bankruptcy reorganization or arrangement laws by or against Buyer or the attachment, levy, seizure or garnishment of any of Buyer’s property, rights, assets (contingent or otherwise) including the Products, or (e) any change in control of the ownership or management of Buyer, unless prior to the occurrence of such change of control Seller shall have been notified in writing and Buyer shall have obtained Seller’s prior written approval prior to such change in control.

10. Seller Remedies. A. Upon the occurrence of any event of default or any time thereafter, Seller may in its sole discretion, in addition to any other remedy available to Seller at law or in equity, at its option and without notice to Buyer, exercise one or more of the following remedies: (1) declare immediately due and payable all outstanding invoices under this or any other contract and demand or, without demand, sue for amounts then due or thereafter accruing under the invoice or under any other invoice, bill or other document evidencing Buyer’s indebtedness to Seller, (2) suspend deliveries as to any or all Products, (3) to the extent permitted by law, take possession of the Products wherever found and for this purpose enter upon any premises of Buyer and remove the Products, without court order or other process of law, without any liability for damages, suit, action or other proceeding by Buyer as a result of such entry and/or removal, (4) cause Buyer, at its expense, to promptly return the Products to Seller in good, like-new condition, (5) sell the Products, or any part thereof at public or private sale (for cash or credit) at such time or times as Seller shall determine, free and clear of any rights of Buyer, and if notice thereof is required by law, any notice in writing of any such sale by Seller to Buyer not less than ten days prior to the date thereof shall constitute reasonable notice thereof to Buyer, and (6) exercise any and all rights accruing to Seller under any applicable contract or law, including all rights and remedies accorded to sellers and secured parties under the Uniform Commercial Code. In the event of any default on the part of Buyer hereunder, Buyer shall pay any and all collection costs, including reasonable attorneys’ fees and costs, incurred by Seller. No right or remedy conferred upon or reserved to Seller by this agreement shall be exclusive of any other right or remedy provided herein or by law. All rights or remedies conferred upon Seller by this agreement and by law shall be cumulative and in addition to any other right or remedy available to Seller.

11. Confidential and Proprietary Information. Each party acknowledges that all non-public information, disclosed as a result of performance of these terms and conditions whether tangible or intangible shall be deemed “Confidential and Proprietary Information”. Each party agrees not to disclose or use such information except in connection with these terms and conditions or as required by law. Each party agrees to notify the other part of any subpoena or court order compelling disclosure of information.

12. Indemnification. Buyer agrees to indemnify and hold Seller and their officers, directors, servants, employees, agents and advisors harmless from and against any and all claims, damages, costs, expenses (including, but not limited to, reasonable attorneys’ fees and costs) or liabilities that may result, in whole or in part, from any third party using the Products provided under this agreement. Any defense provided hereunder shall be by counsel of Seller’s choice.

13. Limitation of Liability. In the event that a Product’s malfunction leads to damage or injuries to the Products, to Buyer’s business, the end-user’s business, to other equipment, or residence, or to employees or to other persons, Seller shall not be liable for such damages or injuries. Notwithstanding the foregoing, Buyer understands and agrees that if Seller is found liable for any loss or damage, Seller’s liability shall be limited to the price paid for such Products, and this liability shall be exclusive. Buyer understands and agrees that the provisions or this section shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to persons or property, from performance or non-performance of any of Seller’s obligations or from negligence, active or otherwise, of Seller, or its agents, servants, assignees or employees. IN NO EVENT SHALL SELLER BE LIABLE FOR AMOUNTS REPRESENTING INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS BUYER FROM AND AGAINST ANY OR ALL DAMAGES AND COSTS INCURRED BY BUYER ARISING FROM THE INFRINGEMENT OR VIOLATION OF ANY PATENTS, TRADEMARKS, COPYRIGHTS OR OTHER PROPRIETARY RIGHTS BY ANY PRODUCTS.

14. Assignment. This agreement and all rights, obligations and performance hereunder may not be assigned by Buyer without prior written consent of Seller.

15. Waiver. No delay or omission by Seller to exercise any right or power shall impair any such right or power or be construed to be a waiver thereof. A waiver by Seller of any term, condition or agreements to be performed by Buyer or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other term, condition or agreement herein contained. No change, waiver, or discharge hereof shall be valid unless presented in writing to Seller and signed by an authorized representative of Seller.

16. Severability. If any section, term, condition or portion of this agreement shall be found to be illegal or void as being against public policy, it shall be stricken and the remainder of this document shall stand as the original.

17. Force Majeure. Seller shall not be liable for failure to perform or delays in performance caused by acts of God; war (declared or undeclared), riot or act of terrorism; fire, explosions or floods; strikes, work stoppages, slow-downs, or other labor difficulties; shortage of vehicles, fuel, power, material or labor; embargo or delay in transportation; accidents; compliance with any order or request by a government agency or official thereof; or any other event or contingency beyond its reasonable control. In the event of the occurrence of any of the foregoing, the time for performance shall be extended for such time as may be reasonably necessary to enable Seller to perform. Seller, may, during any period of shortage due to any of the above contingencies, allocate its available supply of Goods among itself and its customers in such manner as Seller, in its reasonable judgment, deems fair and equitable.

18. Governing Law/Venue. This agreement shall be construed and enforced in accordance with the laws of the State of Ohio without regard to the conflicts of law provisions thereof. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALES OF GOODS, IF OTHERWISE APPLICABLE. All claims, actions, disputes, controversies or suits shall be litigated exclusively in the federal courts in the Northern District of Ohio, or the state or local courts located the County of Lorain, in the state of Ohio. Each party specifically consents to service of process by and the jurisdiction of and venue in those courts and Buyer, if not a resident of the United States, hereby appoints the Secretary of State of Ohio as its agent for service of process in the United States.

• Entire Agreement/Modification. The parties intend this agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof, and (b) are binding on the parties hereto, their successors and permitted assigns. No course of prior dealing or usage of trade shall be relevant to amend or interpret this agreement. This agreement may not be changed modified or amended except by an instrument in writing signed by both Seller and Buyer. All Products delivered to Buyer hereunder are for resale only and Buyer acknowledges and shall advise its customer that the Products may be controlled for export by the U.S. Department of Commerce and that the Products may require authorization prior to export from the United States.