TERMS & CONDITIONS

ACCEPTANCE

(a) These terms and conditions of sale (these "Terms") are the only terms which govern the sale of the goods (“Goods”) and services (“Services”) by Dynapar Corporation ("Seller") to the purchaser of such Goods and or Services ("Buyer"). If the subject of the sale is software-as-service (“SaaS”), then the additional terms contained in any attached SaaS agreement also applies. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods or Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. If the Goods or Services covered by the Agreement (defined below) are capable of collecting, storing (including remotely) or transmitting information, then the additional terms in Schedule A shall also apply to such Goods. If the sale under the Agreement includes Services (except for SaaS), then the additional terms in Schedule B shall also apply to such Services. If the sale under the Agreement includes software (except for SaaS) (whether alone or in conjunction with hardware), then the additional terms in Schedule C shall also apply to such software.

(b) Any offer, including without limitation any quotation or proposal or similar document, referencing these Terms is capable of acceptance only on the terms stated in such offer and these Terms, and any such offer is expressly conditional on acceptance of these Terms and those contained in the offer without the addition of any other terms whether or not such terms conflict in any way with those of the offer or herein. Any quotation/confirmation of sale/invoice issued by Seller (the "Sales Confirmation" accompanying or referencing these Terms (Sales Confirmation and Terms are collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms may be modified by inclusion of different terms on Buyer’s quotation or order acceptance documents but not by inclusion of any terms on documents provided by Buyer. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. Buyer expressly waives the right to enforce any terms other than those in the Agreement including, without limitation, any terms proposed or supplied by Buyer.

(c) The Terms also apply to all channel partners, distributors, and resellers who sell or license the Services. All channel partners, distributors, and resellers who sell or license the Services, agree that they will ensure that all third-party end users will be bound by the Terms. 2. Delivery And Shipping Terms. (a) The Goods or Services will be delivered within a reasonable time after the written acceptance of Buyer's purchase order subject to availability of finished Goods or Services and consistent with any delivery information provided by Seller. Seller shall not be liable for any delays in providing Goods or Services, nor for any loss or damage in transit.

Privacy & Safety

INSPECTION AND REJECTION OF NONCONFORMING GOODS.

(a) Buyer shall inspect the Goods within three (3) days of receipt ("Inspection Period") at Buyer’s facility, except in the case where Buyer’s source inspector or authorized representative inspects the Goods at Seller’s facility in which case no Buyer has no further right of inspection. Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit the price for such Nonconforming Goods in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller's facility as directed by Seller. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Buyer's expense and risk of loss, the replaced Goods to the Delivery Point.

(c) Buyer acknowledges and agrees that the remedies set forth in Section 7(b) are Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 8(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

PRICE AND TAX

(a) Buyer shall purchase the Goods or Services from Seller at the prices shown on the applicable quotation and such shall be reflected on Buyer’s purchase order. Seller reserves the right to increase the price of any Goods or Services prior to delivery and, if it does so, shall notify Buyer of such increase and Buyer shall have five (5) days to terminate in writing its order for any Goods or Services at the new price; however, if such written cancellation notice is not supplied to Seller within the stated period, Buyer shall be deemed to have agreed to purchase the ordered Goods or Services at the new price and the Agreement shall be construed as if the new price was originally inserted therein, and Buyer shall be billed by Seller on the basis of such new price.

(b) Unless otherwise specified in this Agreement, Seller shall be responsible for and pay directly all corporate and individual taxes measured by net income or profit imposed by any governmental authority on Seller, its employees or subcontractors in any way connected with this Agreement (“Seller Taxes”). Buyer shall be responsible for and pay directly when due and payable all taxes, duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, digital services, excise, franchise, gross receipts, import, license, property, sales, stamp, storage, transfer, turnover, use, or value-added taxes, and any and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto), other than Seller Taxes, imposed by any governmental authority on Seller or its employees or subcontractors in any way connected with this Agreement (“Buyer Taxes”). All payments due and payable to Seller by Buyer under this Agreement shall be made without deduction or withholding for Buyer taxes, except that if Buyer shall be required by law to deduct or withhold any Buyer taxes from or in respect of any amount payable by it to Seller hereunder, the amount payable by Buyer shall be increased by such amount as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings with respect to any additional amounts payable pursuant to this Section), Seller receives an amount equal to that which Seller would have received if no such deduction or withholding had been made. If Seller is nevertheless required by any governmental authority to pay Buyer Taxes, Seller shall collect and remit Buyer Taxes (e.g. VAT, sales tax etc.) and Buyer shall, promptly upon presentation of Seller’s compliant invoice for the Buyer Taxes, reimburse Seller for the Buyer Taxes. Buyer shall provide to Seller, on a timely basis, accurate official receipts for deducted or withheld taxes. If and to the extent applicable, all rights to drawback of customs duties paid by Seller to the customs authorities of the country of manufacture of any products shall belong to Seller. Buyer agrees to cooperate with Seller to obtain a drawback.

PAYMENT TERMS

(a) Buyer shall pay all invoiced amounts due to Seller within 30 days after the date of Seller's invoice. Buyer shall make all payments hereunder by in the manner specified on the relevant quotation or order acceptance documents and such payment shall be made in and in US dollars unless otherwise agreed in writing by Seller.
(b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or Services if Buyer fails to pay any amounts when due hereunder and such failure continues for seven (7) days following written notice thereof.
(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise. If any invoice is not paid when due, Buyer agrees to pay all costs, including collection costs if this account is referred outside for collection, and reasonable attorneys’ fees, including all costs and reasonable attorneys’ fees incurred on any appeal to any appellate court.