PLEASE READ CAREFULLY BEFORE SUBMITTING YOUR ORDER FOR PURCHASE. BY ACCESSING AND USING THIS WEBSITE SERVICE, OR SUBMITTING AN ORDER FOR PURCHASE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS OF SALE SET FORTH HEREIN. THESE TERMS OF SALE FORM PART OF YOUR ORDER AND PURCHASE.

INTRODUCTION AND GENERAL PROVISIONS

These Terms of Sale describe the terms and conditions for the sale of products by DLE Technical Services, LLC and its subsidiaries and affiliates (hereinafter, collectively, the “Company”).

These Terms of Sale, unless otherwise expressly agreed in writing by the Company, apply to every sale by the Company and are included in each acceptance by the Company of any customer’s offer to purchase. If a customer offers to purchase products from the Company with its own purchase order or similar form, any terms proposed therein which add to, vary from, or conflict with these Terms are objected to by the Company and expressly rejected, and shall not be a part of the contract of sale unless the proposed terms are accepted and approved in a written document referring specifically to such terms and signed by an authorized Company representative.

PRICING AND PAYMENT

All pricing is subject to central office approval of the Company. All products will be invoiced at the price in effect on the date of purchase, determined by the Company’s current price pages. The Company reserves the right to cancel or remove price adjustments or exceptions which may have previously been made to meet a competitive offer, when in its judgment it becomes necessary or prudent to do so or the competitive situation no longer exists. All pricing is subject to change without notice. Purchases made on or after the date of a price change will be invoiced at the new price.

Payment terms will be as stated on the face of each individual order form, and cash discounts, if any, will be allowed only if taken within the time stated thereon, which shall be calculated from the order date. Payments not received on the date the order is placed will be considered past due and could result in a suspension or cancellation of material and shipments.

The Company reserves the right without notice to apply and set off any amounts owed to customer, including but not limited to rebates, credits or complaint settlements, against any past due amounts owing from the customer to the Company.

If the Company brings legal action to collect past due amounts from a customer, the customer will be responsible to reimburse the Company for all of its costs and out-of-pocket expenses associated with such action, including but not limited to reasonable attorneys’ fees.

ORDER ENTRY AND CREDIT

Orders may be placed through use of the Company’s electronic ordering system available at www.dle-services.com, or by telephone or by visiting the Company’s Customer Service Center. An order is accepted when acknowledged in writing (including by electronic confirmation, fax or email) or when delivered, whichever occurs first. All orders to be placed on credit are subject to the review and approval of the Company’s Credit Department.

The Company reserves the right to select its own customers. All customers must, upon request of the Company, complete (and update and supplement as the Company may reasonably require from time to time) a credit application on the Company’s standard form. All customers submitting such application agree to adhere to these Terms of Sale.

The Company reserves the right to reject any order if at any time the Company deems the financial responsibility or condition of the customer placing any order to be unsatisfactory.

PRODUCT AVAILABILITY

The Company’s products fall into two categories:

1. Standard Products

2. Non-Standard Products

Standard Products are (A) “On Hand” or (B) “Special Order.” Standard Products are listed in the price pages and product literature. Availability of “Special Order” Products varies from plant to plant. Consult your Company Sales Representative or Customer Account Specialist for lead time, quantities, availability, and pricing.

A Non-Standard Product is any item that varies from the specification set forth in our product literature or price bulletin. Requests for Non-Standard Products must be made through the Company Sales Representative or Customer Service Center to obtain necessary approval, which will be subject to the following conditions:

1. Any change in the Non-Standard Product request automatically cancels the request and a new request must be submitted.

2. Orders for Non-Standard Products must be entered within 30 days after approval. Delivery must be completed within 30 days after date of manufacture.

3. The order is non-cancelable.

4. As a condition of manufacturing a non-standard product, The Company reserves the right to ship, and the customer must agree to accept, an over-run or under-run not to exceed 5% of the final order.

REVISIONS/CANCELLATIONS

The Customer Service Center must handle revisions or cancellations of standard product orders. Notification must be received prior to any actual loading, otherwise, the customer will be held responsible for payment.

TAXES

All taxes and excises of any nature levied by any governmental authority upon the sale, use or transportation of products covered by these Terms shall be paid and borne by the customer.

INTELLECTUAL PROPERTY

If written or other materials are included with Products, then, unless otherwise stated in end-user license agreements that may accompany the products, the Company or original licensors grant you and your staff a limited, non-exclusive, terminable, non-transferable license to access and use such materials subject to these Terms of Sale solely in connection with the original unmodified version of the specific units of Products that you purchase.

QUALITY CLAIMS

After delivery and acceptance of the product, if any product quality complaint exists:

1. The customer must immediately notify the Company Sales Representative. The customer must safeguard the product prior to its inspection by The Company.

2. Product claimed to be defective, off quality, or substandard must not be used or sold by the customer.

3. If needed, the Company Sales Representative will arrange for an on-site inspection, obtain the facts, and discuss the results with the customer.

LIMITED WARRANTY AND REMEDIES

Products manufactured and sold by the Company are warranted by the Company to its immediate purchaser to be free from defects in materials and workmanship for a period of thirty (30) days after the time of shipment. THIS EXPRESS WARRANTY IS THE ONLY WARRANTY APPLICABLE TO SUCH PRODUCTS, AND IS IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS ORAL OR WRITTEN WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE COMPANY’S OBLIGATIONS HEREUNDER. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.

The Company will not be liable for any incidental, indirect or consequential losses, damages, or expenses. The customer’s exclusive remedy for any type of claim or action for defective products will be limited to the replacement of the products (in the form originally shipped) or, at the Company’s option, to a payment or credit not greater than the original purchase price of the products.

The Company will not be liable for products claimed to be defective where the defect resulted from causes not within the Company’s control, or which arose or occurred after shipment, including but not limited to accidents, misuse, mishandling, improper installation, contamination or adulteration by other materials or goods, or abnormal conditions of temperature, moisture, dirt, or corrosive matter.

Any claim that products sold by the Company were defective or otherwise did not conform to the contract of sale is waived unless the customer submits it in writing to the Company within thirty (30) days from the date the customer discovered or should have discovered the defect or non-conformance. No legal action or proceeding complaining of goods sold by the Company may be brought by the customer more than one year after the date the customer discovered or should have discovered the defect or problem of which it complains.

CHANGES TO TERMS OF SALE

THE COMPANY RESERVES THE RIGHT TO CHANGE THESE TERMS OF SALE FROM TIME TO TIME. SUCH CHANGES WILL BECOME EFFECTIVE WHEN THE COMPANY POSTS THE REVISED TERMS OF SERVICE AS PART OF THIS WEBSITE. THE MOST CURRENT VERSION OF THE TERMS OF SALE CAN BE REVIEWED BY CLICKING ON THE “TERMS OF SALE” HYPERTEXT LINK LOCATED IN THE HOME PAGE FOR THE WEBSITE. CUSTOMERS SHOULD CHECK THE TERMS OF SALE FROM TIME TO TIME, AS THEY ARE BOUND BY THE TERMS OF SALE SO POSTED FROM AND AFTER THE TIME THE CHANGES ARE POSTED. ANY REVISED TERMS OF SALE SHALL SUPERSEDE ALL PREVIOUS VERSIONS.

MISCELLANEOUS

These Terms of Sale do not create a distribution relationship or contract, exclusive or otherwise, nor will such a relationship or contract be inferred from any course of dealing between the Company and any of its customers who purchase products under these Terms of Sale. The Company and any customer who purchases products from it are each free without penalty to cease doing business with the other at any time, for any reason whatsoever and without notice, unless otherwise provided in a separate, written contract signed by an officer of the Company and of the particular customer.

The Company shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, inability to obtain materials or shipping space, breakdowns, delays or carriers, manufacturers, or suppliers, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from Licensor, or by any cause beyond your reasonable control.

This Agreement shall be construed and enforced under the laws of the State of Florida, USA without reference to the choice of law principles thereof. The customer hereby consents to and submits to the jurisdiction of the federal and state courts located in the State of Florida. The customer waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.

If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.

No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.

Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.