Term and Conditions

Welcome to Desco, Inc.

Order Acceptance

Desco, Inc.’s (hereinafter “Desco”) acceptance of any order is subject to the purchase order document
being signed by Buyer and Desco, credit approval by Desco. and when applicable, Desco’s suppliers.
Desco retains the right, upon notice to Buyer, to demand adequate assurance of due performance from
Buyer and/or terminate this agreement without liability. If Buyer’s credit becomes unsatisfactory to
Desco, Desco reserves the right to terminate without liability to Desco. Desco may refuse to accept any
purchase order for any reason. A contract does not exist between Buyer and Desco until all the
conditions stated above are met.

Prices

All prices are subject to change without notice unless otherwise stated in an applicable quotation or an
order that has been signed as described above. Desco will fill order at the pricing in effect as of the
future shipping date if there is no agreed price in writng. Desco reserves the right to make corrections to
pricing due to clerical or typographical errors.

Payments Due

The Buyer agrees to pay for all materials purchased from Desco by the due date in accordance with the
terms of sale stated on each invoice. If the Buyer does not provide specific invoices with the payment
remitance, Desco may apply payments to any of the Buyer’s outstanding invoices. Any discounts offered
by Desco may be taken only if the invoice is paid no later than the 10th of the month in which it is due,
and the Buyer has no other past due invoices. If Buyer fails to pay Desco for products ordered and
delivered, Desco reserves the right to file any liens, charges, security interests or similar encumbrances
(collectively “encumbrances”) against the applicable property and/or the Buyer’s building, land or
products. Desco will cancel any such encumbrance immediately upon payment in full.

Service charges

As allowed by applicable law, all past-due invoices may be subject to a 1.5% late charge per month. The
service charge will be included with the past-due balance on subsequent invoices, and Buyer agrees to
pay any and all service charges in addition to any past due amounts. Acceptance of any payment from
Buyer without the accrued service charges included is not a waiver of the services charges due at that
Ɵme or in the future.

Cost of CollectIon

The Buyer agrees to pay all costs of collection, including any reasonable attorney’s fees or collection
agency fees in connection with any effort to collect amounts owed to Desco.

Taxes

The prices shown on bids do not include any sales, use or other taxes or charges payable to state or local
authorities. Taxes now or in the future added to sales will be added to the Buyer’s purchase price

resulting from these Conditions of Sale. Desco is required to impose taxes on orders and shall invoice
Buyer for these taxes and fees according to applicable law, statues, or regulations. The liability of any
such tax belongs to the Buyer and the Buyer agrees to hold Desco harmless with respect to payment of
such tax. The Buyer must provide adequate supporting documentation in the form of a tax exemption
certificate to release the Buyer from such taxes for the sale of the goods prior to any order being shipped
to the Buyer. Any changes in sales or other taxes are chargeable to the Buyer.

Delay in Delivery

Desco is not accountable for problems in delivery of material due to acts of God, labor disputes,
government priorities or transportation delays, failure of its suppliers to ship or deliver on time, or other
circumstances beyond Desco’s reasonable control including but not limited to the following: COVID-19,
epidemic, pandemic, public health emergency, war, revolution, insurrection or hostilities (whether
declared or not), riot, economic upheaval, civil commotion or uprising, flood, earthquake, tempest,
hurricane, lightening or other natural disaster, fire or explosion, strike, lockout or other industrial
disturbance whether at Desco or one of its vendor: sabotage, accident, cyber attach, embargo, vehicle
shortage, wrecks or delays in transportation, action of government authority. Any delay from the above
shall extend the date of delivery. Factory shipments and delivery dates are the best estimates given in
advance of actual shipments. The dates are approximate and not guaranteed. Desco reserves the right to
change such dates in the event additional information from the Buyer is necessary or other information
was not provided. Neither Desco nor its suppliers shall be liable for any consequenƟal or special
damages arising from any delay in shipment or delivery.

Warranties

Desco passes to Buyer all manufacturer or vendor warranties for Goods purchased through Desco. Desco
distributes but does not manufacture Goods. Desco, therefore, makes no independent warranties. The
Buyer acknowledges that certain acts, uses or omissions altering the manufacturer provided Goods, or
the intended use of such Goods, may void the manufacturer’s warranty as recorded in the statement of
work. There are no other warranties, written or oral, expressed, or implied by Desco. No implied
statutory warranty of merchantability or fitness for a particular purpose applies. No repair of goods or
other costs are assumed by Desco. Any contractual relationship that may exist with Desco terminates
upon the Buyer’s acceptance of any Goods.

Returns

Desco must first approve all returns and have a detailed written identification tag. Products must be in
original packaging, unused, undamaged and in saleable condition. Buyer must have all returned products
securely packaged to reach Desco without damage and labeled with the written and approved return
authorization. Returns must be from the original Buyer and account number. If no invoice number or
purchase order is provided with the return, the credit issued will be based on the price in effect twelve
(12) months prior to the date of the written return authorization. A twenty-five percent (25%) processing
fee will be applied. No returns will be accepted by Desco after 120 days from the date of delivery to the
Buyer.

Waiver

Desco’s failure to enforce the performance of any of the terms or conditions stated herein or to exercise
any right herein shall not be deemed to be a waiver of such terms, conditions or rights and they may be
enforced by Desco at any time. In addition, it also shall not be deemed to be a waiver of any other term,
condiƟon or right under this agreement.

Limitation of Liability

Notwithstanding any damages that you might incur, the liability of Desco or its suppliers and the Buyer’s
exclusive remedy shall be limited to the amount actually paid for the Goods. To the maximum extent
permitted by applicable law, and in no event shall Desco or its suppliers be liable for any special,
incidental, indirect, or consequential damages whatsoever (including, but limited to, damages for loss of
profits, for business interruption, for personal injury), even if Desco or our supplier has been advised of
the possibility of such damages.

Insurance

Desco will maintain reasonable insurance coverage in amounts Desco believes appropriate in accordance
with industry standards. A certificate of insurance will be provided upon request.

Acceptance of Goods

The Buyer will immediately examine all goods upon delivery. Buyer’s failure to give written notice of any
claim for damaged Goods, shortages, or errors within (10) days of receipt of such Goods shall constitute
Buyer’s acceptance of all Goods delivered and a waiver of any and all claims including any right to revoke
acceptance. Upon acceptance, Buyer assumes all risks and liability related to the use of any delivered
Goods.

Cancellation

Once an order is placed and accepted by Desco, the order cannot be cancelled unless Desco consents in
writting. If the order is cancelled, Buyer will be charged any costs related to the cancellation including any
restocking fees, freight associated with the order(s) and shall include a reasonable profit. The Buyer
agrees to indemnify and hold Desco harmless from any claims by Desco’s vendor against Desco related
to any cancellation. Special or custom ordered products are not able to be cancelled after final
acceptance or approval of drawings for commencement of manufacturing by Desco’s vendor.

Amendments

All changes, amendments, supplements, modifications, waivers or termination of the purchase order or
these terms and conditions of sale must be in writting and approved by appropriate management by
Desco and Buyer.

Miscellaneous

1. If any portion or portions of these terms and conditions are held by a court of competent
jurisdiction to conflict with any federal, state or local law, and as a result such portion or portions are
declared to be invalid and of no force or effect in such jurisdiction, all remaining portions of this agreement

shall otherwise remain in full force and effect and be construed as if such invalid portion or portions had not been included herein.

2. The legal rights and obligations contained herein are intended to, and shall, inure to the benefit
of, and be binding upon, Desco and the Buyer and their respective legal representatives, successors, and
assigns.

3. These terms and condiƟons shall be construed in accordance with, and be governed and
enforced by, the laws of the State of North Carolina, without reference to any jurisdiction’s choice of law
principles.

Receipt Of Terms and CondiƟons

Buyer agrees to and acknowledges receipt and applicability of these terms and conditions whether hand
delivered, mailed through US Postal service, or viewing via online at www.descoinc.com. The Buyer may
also request additional copies by emailing webmaster@descoinc.com. These terms and conditions and
any associated statement of work supersede all other communications regarding terms and conditions.