Trade Policy

CPS Distributors, Inc. Trade policy

This Trade Policy constitutes the terms of service under which CPS Distributors, Inc. (“CPS”) will provide products and services to Buyer. CPS may revise this Trade Policy at any time, and such revisions shall be effective immediately upon publishing the revisions on the CPS website. Buyer accepts the terms of this Trade Policy by placing an order for products or services.

Pricing – All prices shown in published price lists are wholesale list prices unless otherwise indicated. Quoted prices and/or discounts from list price are firm only on a unit basis and only for a maximum of 30 days from the date of quote unless otherwise indicated in writing on the quote form. All prices and discounts are subject to change without notice. Prices listed in a quotation are exclusive of all taxes, including sales taxes. Buyer is responsible for the payment of all applicable taxes except those attributable to CPS’s income.

Terms of Payment – Credit related information is contained within the CPS Credit or Cash Customer Account Application forms which are required to be completed and signed by the Buyer (or its authorized representative) prior to establishing an account with CPS. Payment is required prior to or upon delivery. If payment terms are COD, CPS may, in its sole discretion, require prepayment for special order products.

Merchandise Returns – Materials will be accepted for return only if returned to CPS freight prepaid in new, clean and saleable condition. Materials originally purchased in sealed boxes must be returned as purchased. Returns are subject to a 20% restocking charge. At the sole discretion of CPS personnel additional handling charges will be assessed if additional services are required to make the returned merchandise suitable for resale. Returns will be accepted by CPS only on normally stocked items and current models purchased by the Buyer within 90 days of original date of purchase. Proof of purchase is required. Special order items are not returnable without prior approval of manufacturer and then the manufacturers restocking/handling charges will apply in addition to stated CPS charges.

Warranties – Warranty guarantees are made by the manufacturers in writing and are for the benefit of the buyer. It is the buyer’s responsibility to complete warranty cards (if provided) and send to manufacturer. Warranty claims must be submitted in writing within 30 days of the origin of the claim action unless otherwise stated in writing by the manufacturer. CPS makes no other warranty either expressly stated or implied as to the materials purchased. The warranties of merchantability and fitness for a particular purpose are expressly disclaimed by CPS and waived by Buyer.

Shipment Title, Handling/Freight Charges, Damages and Discrepancies – Title passes from CPS to Buyer when materials leave CPS’s shipment point (including manufacturer point of origin for direct shipments) for all will call and common carrier/freight-collect shipments. Buyer will reimburse CPS for all costs of shipment from FOB shipping point. For CPS deliveries with its owned/leased vehicles, title passes upon actual delivery to job site or Buyer’s place of business as directed by Buyer. Buyer must sign the sales order/delivery receipt prior to release of materials for will call and CPS deliveries. Upon receipt of materials, buyer must record any damage or shipment discrepancy on the delivery receipt and have the driver acknowledge by initialing the change. Buyer must promptly file a freight claim for the damage and/or shipment discrepancy with the common carrier (if applicable). Buyer will not deduct any monies from the payment due CPS as a result of shipment damages and/or discrepancies unless given prior written authorization. CPS shall not be responsible for conditions beyond its control including, without limitation, manufacturer’s shipping demand. All shipping dates are approximate.

All deliveries by CPS’ owned or leased vehicles are subject to a delivery charge.

Liability and Indemnification – CPS shall not be liable for any claims by Buyer for costs incurred by Buyer for nonconforming materials, repair work, standby time, work stoppages or
delays of any kind including special, incidental or consequential damages. Buyer hereby releases CPS and agrees to indemnify and hold CPS harmless from and against any liability for any and all
claims, demands, actions, causes of action, counterclaims, third-party claims, damages, costs, expenses, compensation, and any and all consequential damages, whether known or unknown, arising
from or related to CPS’s provision of products or services to Company.

Billing Adjustments – Billing adjustments of any kind must be approved in writing by CPS authorized personnel.

Canceled Orders – Canceled orders may be subject to a charge for expended costs for freight and any restocking or handling charges. Special orders may be subject to restocking charges greater than 20% as required by the specific manufacturer. CPS has no obligation to accept returns on cancelled orders and maintains at CPS’s sole discretion the right to demand that the Buyer accepts delivery of canceled shipments.

Backorders – CPS will automatically create a backorder for any materials ordered and not readily on hand at its warehouse locations(s) unless specifically directed otherwise by Buyer. CPS will make its best efforts to order the materials and make prompt delivery of such materials when received from CPS’s supplier, but does not guaranty the availability or prompt delivery of any backordered materials.

Minimum Billing/Initial Account Order – Orders less than $100.00 not including applicable freight, handling, and other costs, may be declined in CPS’s sole discretion. Such minimum order amount is subject to change from time to time at CPS’s sole discretion New Buyers are required to place a minimum order to activate their account with CPS. The amount is determined by CPS in its
sole discretion and is subject to change without notice.

Limitation of Liability – To the fullest extent permitted by law, the aggregate liability of CPS to the Buyer or any party claiming by and through the Buyer for any claims, losses, costs, or damages whatsoever (collectively, “Losses”) arising out of or related to CPS’s provision of products and services, including without limitation for negligence (simple or gross), strict liability, breach of contract, or otherwise, shall not exceed the amount paid by the Buyer to CPS for the products or services giving rise or related to the Losses. In no event shall CPS be liable to the Buyer or any party claiming by or through the Buyer for Losses arising from or related to products or services provided by a third party.