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Procurmint LLC - TERMS AND CONDITIONS OF SALE

Revision Date: 11/30/2025

Introduction. These Terms of Sale (these “Terms”) govern all sales of products (“Goods”) by Procurmint LLC, a New Mexico limited liability company (“Seller”), to its business customers (“Buyer”). By placing an order with Seller, Buyer acknowledges and agrees to be bound by these Terms. Seller does not sell Goods to individual consumers or for personal/household use – Seller’s Goods are offered to business customers only under these Terms. Any different or additional terms proposed by Buyer (for example, in a purchase order or other document) are hereby rejected and will not apply unless expressly agreed upon in writing and signed by an authorized officer on behalf of the Seller.

1. Business Customers Only

1.1 Non-Consumer Sales. Seller sells and ships Goods only to businesses, or commercial customers, for use in business or resale. These Terms apply only to business-to-business transactions. Buyer represents and warrants that it is purchasing Goods for business purposes and not as a “consumer” for personal, family, or household use. Buyer agrees that no consumer protection laws or regulations (such as those giving special rights to consumers) shall apply to any purchase or transaction between Buyer and Seller.

1.2 Buyer’s Indemnity for Consumer Claims. Buyer shall indemnify and hold Seller harmless from any claims, liabilities, or losses (including but not limited to attorneys’ fees) arising from any misrepresentation by Buyer of its status or a claim that Buyer is entitled to rights as a consumer. In the event Buyer’s purchase or use of the Goods is deemed to fall under consumer protection laws contrary to Buyer’s representation, Buyer agrees to fully defend and indemnify Seller against any resulting damages or liabilities.

2. Quotes and Order Acceptance

2.1 Quotations. Any price quotes or proposals provided by Seller are estimates only and valid for the period stated on the quote (or, if no period is stated, for 30 days from the quote date). Quotes are invitations to treat and not an offer to sell; they do not constitute a binding agreement until an order is placed by Buyer and then accepted by Seller. Seller reserves the right to correct any typographical or clerical errors in quotes, prices, or product specifications.

2.2 Placing Orders. Buyer may place orders via Seller’s website, by email, purchase order, or other ordering method accepted by Seller. All orders placed by Buyer are subject to acceptance by Seller at its sole discretion. Seller may accept an order by issuing an order confirmation (including by email) or by shipping the Goods. No order shall be deemed accepted until confirmed or fulfilled by Seller. Seller reserves the right to reject or cancel any order, in whole or in part, for any reason prior to acceptance, including but not limited to credit concerns, supply limitations, pricing errors, or suspicion of fraud.

2.3 Entire Agreement; Conflicting Terms. These Terms, together with any specific terms in Seller’s order confirmation or invoice, constitute the entire agreement between Seller and Buyer with respect to Buyer’s purchase of Goods. No additional or different terms in any Buyer-issued order, document, or communication shall apply to the sale, and Seller hereby expressly rejects any such terms unless Seller has expressly agreed to them in a written agreement signed by Seller. Buyer’s acceptance of Goods or payment for Goods will constitute acceptance of these Terms. If Buyer objects to any provision of these Terms, that objection must be made in writing and received by Seller within five (5) days of Buyer’s order, or else it is waived.

2.4 Order Changes/Cancellation. Once an order is accepted by Seller, Buyer may not change, delay, or cancel the order without Seller’s written consent. If Seller, at its discretion, agrees to a change or cancellation requested by Buyer, Buyer shall be responsible for all costs incurred by Seller due to the change or cancellation. This may include reimbursement for materials, restocking charges, cancellation fees (which may be up to 20% of the order value), and any other losses or expenses caused by the cancellation. Special orders (as defined in Section 8) are non-cancellable once placed.

3. Prices and Payment Terms

3.1 Pricing. Prices for Goods are as listed by Seller at the time of order or as stated in Seller’s order confirmation. Unless otherwise specified, prices are in U.S. Dollars and do not include any applicable taxes, shipping/freight charges, insurance, duties, or other fees. Any such amounts will be added to the invoice or otherwise charged to the Buyer. Seller reserves the right to adjust prices for any errors or omissions and to change prices prior to order acceptance. If a pricing error is identified, Seller will notify Buyer with the corrected price and allow Buyer to confirm or cancel the order before acceptance.

3.2 Payment Terms. Payment for all invoices is due Net 30 days from the date of Seller’s invoice, unless otherwise agreed in writing by Seller. “Net 30” means the full invoiced amount must be paid within 30 calendar days of the invoice date. Seller may, in its sole discretion, require payment in advance or alternative payment terms (such as C.O.D. or milestone payments) for certain orders, customers, or if Buyer’s creditworthiness is in question. All payments shall be made in U.S. Dollars and via a method approved by Seller (e.g., company check, ACH, wire transfer, or credit card if offered – credit card payments may be subject to an additional processing fee).

3.3 Late Payments. Any amount not paid when due will be subject to a late payment charge. At Seller’s option, late payments may incur interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, calculated from the invoice due date until payment in full is received. In addition, Seller may suspend or withhold any future deliveries or open orders if Buyer is past due on any payment or if Seller, in good faith, deems itself insecure with respect to Buyer’s willingness or ability to pay. Buyer agrees to pay all of Seller’s reasonable costs of collection of overdue amounts, including attorneys’ fees and court or arbitration costs, to the extent permitted by law.

3.4 No Set-Off; Security Interest. Buyer shall not withhold payment or offset any amount due to Seller against any claim or dispute with Seller. Buyer’s obligation to pay for Goods is independent of any other obligations or claims. To the extent permitted by law, Seller retains a purchase money security interest in all Goods sold and delivered to Buyer, and in any proceeds from the sale or disposition of such Goods, until Buyer has paid all amounts due. Buyer agrees to execute any documents and take any actions reasonably requested by Seller to perfect and maintain this security interest.

4. Taxes and Duties

4.1 Sales and Use Taxes. Prices do not include sales tax, use tax, value-added tax (VAT), goods and services tax (GST), excise, or any other federal, state, or local taxes or charges applicable to the sale, delivery, or use of the Goods. Buyer is responsible for all such taxes and will either provide a valid exemption certificate (subject to Section 4.2) or pay/reimburse Seller for all applicable taxes. Seller will add any applicable taxes to its invoices as a separate line item to be paid by Buyer, unless Buyer has provided an acceptable tax exemption certificate prior to order shipment.

4.2 Tax Exemption Certificates. If Buyer claims any exemption from sales or use tax, Buyer must furnish to Seller a valid and correct tax exemption certificate before or at the time of placing the order. The certificate must be valid in the jurisdiction to which the Goods will be delivered and must clearly cover the Goods being purchased. If a valid exemption certificate is not received by Seller by the time of sale, Seller will charge all applicable taxes on the sale. Seller will not refund or credit such taxes if Buyer provides an exemption certificate after the sale is complete. It is Buyer’s sole responsibility to ensure timely provision of exemption documentation. If Seller, for any reason, does not collect tax on a taxable transaction and a taxing authority later seeks payment from Seller, Buyer agrees to promptly reimburse and indemnify Seller for any such tax amounts and any related penalties or interest.

4.3 Other Taxes and Duties. Buyer is responsible for any import/export duties, tariffs, customs charges, or similar fees that may apply to the sale or transport of the Goods, if any. In the event Seller is required to pay any such taxes or fees on Buyer’s behalf or as a result of Buyer’s purchase, Buyer agrees to reimburse Seller for those amounts upon demand. Seller’s obligation is limited to U.S. domestic sales unless otherwise explicitly agreed upon, and Buyer shall be the importer of record for any export or international shipment, responsible for compliance with all applicable customs and legal regulatory requirements.

5. Shipping; Title and Risk of Loss

5.1 Shipping Terms. All deliveries of Goods will be made F.O.B. Origin / FOB Shipping Point (also known as “Ex Works” at Seller’s shipping location, per Incoterms), unless otherwise specified in writing. Seller will arrange shipping of the Goods to Buyer’s specified destination using Seller’s standard packaging and shipment methods, or as otherwise agreed. Shipping may be made from Seller’s warehouse or directly from a supplier or manufacturer (“drop shipment”). Any stated shipping or delivery dates are estimates only and not guaranteed. Seller will use commercially reasonable efforts to ship by the estimated date, but shall not be liable for any delays or failure to deliver by a certain date.

5.2 Title and Risk of Loss. Title to the Goods and risk of loss or damage will pass to Buyer at the time Seller delivers the Goods to the carrier at the shipping point (origin), regardless of which party arranges or pays for shipping. Once the Goods are in the hands of the carrier, Buyer assumes all risk of loss, theft, or damage. Buyer is responsible for filing any claims with the carrier for loss or damage in transit. Seller will, at Buyer’s request and expense, assist in providing documentation needed for Buyer’s claims, but ultimate resolution is between Buyer and the carrier.

5.3 Freight and Insurance. Shipping or freight charges and insurance costs (if insurance is requested by Buyer or deemed necessary by Seller) will be paid by Buyer. These charges may be prepaid by Seller and added to Buyer’s invoice, or shipped collect, as determined by Seller. If Seller pre-pays shipping, Buyer shall reimburse those costs as invoiced. It is Buyer’s responsibility to obtain any desired transit insurance; if Buyer requests Seller to insure the shipment, those insurance costs will be charged to Buyer and risk of loss remains with Buyer. Partial shipments may be made at Seller’s discretion, and Seller may invoice each shipment separately.

5.4 Delivery. Delivery shall be deemed complete and the Goods delivered when they are made available to Buyer or Buyer’s agent or to the carrier at Seller’s facility or other designated shipping point. If Buyer is not present or ready to accept delivery at the designated location and time, the carrier may leave the Goods at the location (if deemed safe) or retain them, and any additional storage or delivery charges shall be Buyer’s responsibility. Buyer agrees that any person present at the delivery location and accepting delivery on Buyer’s behalf is authorized to do so.

6. Inspection and Acceptance of Goods

6.1 Inspection Period. Buyer shall promptly inspect all shipments of Goods upon receipt. Buyer must notify Seller in writing within three (3) business days after delivery of any claim for shortages, visible damages, or discrepancies in the Goods delivered, or of any rejection of Goods for non-conformance or defect which a reasonable inspection would discover. If Buyer fails to provide such notice to Seller within (3) business days of delivery, the Goods shall be deemed accepted by Buyer and conforming to the contract, and Buyer waives any right to reject the Goods or claim damages for any defect or shortage that could have been discovered upon reasonable inspection.

6.2 Damaged or Missing Goods. If Goods arrive with obvious shipping damage or if there are missing boxes/cartons, Buyer should note the damage or shortage on the carrier’s delivery receipt at the time of delivery and immediately notify the carrier and Seller. Seller will reasonably assist Buyer with claims against the carrier for losses or damage in transit, but Buyer acknowledges that risk of loss passed to Buyer at shipment (per Section 5) and that Buyer must pursue carrier claims for transit issues. Buyer’s failure to timely notify the carrier and Seller of shipping damage may result in denial of the claim and will void Buyer’s right to return the Goods for such damage.

6.3 Rejection of Goods. In the event Buyer believes any delivered Goods fail to conform to the applicable order or Seller’s obligations, Buyer must promptly (within the inspection period) contact Seller to request a return merchandise authorization (“RMA”) or other instructions for return or repair. Buyer shall not destroy or dispose of any rejected Goods unless instructed by Seller, and must preserve them intact for inspection by Seller or the manufacturer. If Seller, in its reasonable discretion, confirms the Goods were non-conforming or defective at the time of delivery, Seller will, at its option, repair or replace the Goods or issue an appropriate credit or refund of the purchase price. These are Buyer’s exclusive remedies for non-conforming delivery (subject to any applicable manufacturer warranty as described in Section 10). Any use, modification, or installation of the Goods by Buyer beyond what is necessary for inspection shall constitute acceptance of the Goods by Buyer.

7. Returns and Refunds

7.1 Return Policy (General). Except as otherwise provided herein, Seller will accept returns of Goods within 30 days of the invoice date (or delivery date, at Seller’s option) provided that: (a) Buyer obtains an RMA (Return Merchandise Authorization) and return instructions from Seller prior to returning any Goods; and (b) the Goods are returned in new, unused, and resalable condition, with all original parts, components, accessories, manuals, and packaging intact. Returns not meeting these criteria may be refused or subject to additional fees at Seller’s discretion.

7.2 Restocking Fee. All returns of non-defective Goods (i.e. returns for convenience or ordering error) are subject to a restocking fee. Unless otherwise agreed by Seller, a restocking fee of up to 20% of the purchase price of the returned Goods (exclusive of taxes and shipping) will be deducted from any refund or credit. The exact restocking fee will depend on the condition of the returned item and the costs incurred by Seller. Returns of defective Goods or returns due to Seller’s shipping error will generally not be subject to a restocking fee, provided the defect or error is confirmed by Seller.

7.3 Return Process. Buyer is responsible for properly packaging and shipping returned Goods to the location designated by Seller, using the RMA number clearly marked on the outside of the package. Buyer must ship the item within a reasonable time after RMA issuance (typically within 10 business days). Buyer is responsible for freight/shipping costs on returns, except in cases of Seller’s error or as required by law. It is recommended that Buyer insures return shipments and uses a trackable shipping method, as Buyer bears risk of loss or damage to Goods in transit during return. If returned Goods are lost or damaged in return transit, Buyer’s return may be denied or adjusted.

7.4 Inspection of Returns; Credits. All returned Goods are subject to inspection and testing by Seller or the manufacturer. Credit or refund (as applicable) for returned Goods will be issued only after the returned items are received and verified to meet the return conditions. If returned Goods are damaged, missing components, not in the original condition, or otherwise not acceptable, Seller reserves the right to either refuse the return or to issue a lesser credit (or no credit) to account for such condition. Original shipping and handling charges are non-refundable (except where required due to Seller’s error or applicable law). Any approved refund will be processed to the original payment method, or as a credit on account, within a reasonable time after return processing.

7.5 Exclusions. Not all items are eligible for return. Section 8 below addresses certain products that are non-returnable or subject to different terms. Additionally, Goods that have been used, modified, or damaged by Buyer cannot be returned except as covered by an express warranty (see Sections 9 and 10). Software, licenses, digital products, or downloadable content are generally not returnable if activated or delivered electronically. Custom-configured products, opened consumables (such as batteries, ink/toner, etc.), or any products designated “Final Sale” by Seller are not eligible for return unless required by law or expressly agreed upon by Seller in writing.

8. Special Orders and Non-Returnable Items

8.1 Special Order Items. “Special Order” items are Goods that Seller does not stock as part of its ordinary inventory and which are procured specifically at Buyer’s request, or any Goods expressly identified by Seller as non-cancellable/non-returnable (“NC/NR”) at the time of order. Orders for Special Order items are final sales once the order is placed and accepted. Buyer cannot cancel or return Special Order items, except due to Seller’s default or as otherwise required by an applicable manufacturer policy or law. Seller may require a non-refundable deposit or full prepayment for Special Orders. In the event Seller does, at its sole discretion, agree to a cancellation or return of a Special Order item, Buyer will be responsible for all costs incurred by Seller (such as supplier restocking fees, return freight, or disposal costs) in addition to any restocking fee specified by Seller.

8.2 Non-Returnable Products. Certain products are non-returnable by their nature or manufacturer’s policy. This can include, without limitation: (a) software, software licenses, and downloadable products once delivered or keys activated; (b) opened or used consumable items (e.g. printer cartridges, batteries, cleaning supplies); (c) products that are made-to-order or customized for Buyer; (d) items marked or sold “As-Is” or “Clearance/Closeout”; and (e) any other Goods that Seller designates as non-returnable prior to or at the time of sale. Buyer acknowledges that it is aware of and accepts any such restrictions before purchasing these Goods. Seller shall not be obligated to accept any return of non-returnable items, and any unauthorized return of such items may be refused or returned to Buyer at Buyer’s expense.

8.3 Manufacturer Restrictions. In some cases, the manufacturer or supplier of a product may impose specific policies regarding cancellations, returns, or repairs (for example, requiring that defective products be handled directly under manufacturer warranty rather than returned to the seller). Buyer agrees to abide by any such manufacturer terms. Seller will reasonably inform Buyer of known non-returnable designations or manufacturer-directed processes, but it remains Buyer’s responsibility to inquire about returnability if uncertain. Where manufacturer policy requires, Buyer shall cooperate with warranty processes or support channels as directed, instead of returning the product to Seller.

9. Warranty and Disclaimers

9.1 No Seller Warranty on Third-Party Products. Seller is a distributor/reseller of products manufactured by third parties. Seller does not itself manufacture the Goods (except if otherwise specified in writing) and, as such, Seller provides no independent warranty on third-party manufactured Goods. Any warranty for the Goods is provided solely by the original manufacturer or licensor, as described in Section 10 below. Except for any express commitments stated in these Terms or in a signed agreement from Seller, Goods are provided by Seller “AS IS” and without any warranty from Seller. Seller’s technical support or recommendations (if any) are provided as a convenience only and shall not create any additional warranty.

9.2 Warranty of Title. Seller warrants that it has the right to sell the Goods and that title to the Goods will pass to Buyer as provided in these Terms, free of any security interest or lien (other than the security interest reserved in Section 3.4 until payment is made). Seller makes no other warranties of any kind, express or implied, with respect to the Goods.

9.3 Disclaimer of Implied Warranties. To the fullest extent permitted by law, Seller disclaims all implied warranties and conditions, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. Seller does not warrant that the Goods will meet any specific requirements or that the operation of any Goods (including any software/firmware) will be uninterrupted or error-free. Buyer is solely responsible for determining the suitability of the Goods for Buyer’s intended use and assumes all risk in that regard. No employee or agent of Seller is authorized to make any new warranty or modify these warranty disclaimers.

9.4 No Warranty for Consumer Use; No Magnuson-Moss Warranty. Buyer acknowledges that Goods are being purchased for business or commercial use only, and not for personal or household use. Therefore, no “consumer” warranty is provided by Seller for the Goods. Any warranties provided by Seller herein are intended only for business purchasers. Seller expressly disclaims any responsibility for compliance with the Magnuson-Moss Warranty Act (15 U.S.C. §2301) or any similar state consumer warranty laws, as such laws do not apply to this transaction.

9.5 Buyer’s Representations. Buyer affirms that it has not relied on any representation or statement about the Goods, except for those expressly set forth in these Terms or in the manufacturer’s specifications or documentation provided as part of the order. Buyer has selected each product based on its own judgment and expressly disclaims any reliance on any statements or illustrations that are not part of Seller’s official quotation or order confirmation. Any descriptions of Goods (on Seller’s website or marketing materials) are for identification only and are not warranties.

10. Manufacturer Warranties and Support

10.1 Pass-Through Warranty. To the extent the manufacturer or publisher of any Goods provides an express warranty or support contract for the product, Seller will pass through or assign to Buyer any transferable warranties that Seller receives from that manufacturer/publisher. For example, if a hardware product carries a manufacturer’s 1-year limited warranty, Buyer will receive the benefit of that warranty (subject to the manufacturer’s terms and conditions). Buyer acknowledges that the manufacturer or licensor is solely responsible for the content and fulfillment of any such warranty. Seller’s sole obligation is to connect Buyer with the applicable manufacturer warranty, and Seller has no liability for the manufacturer’s failure to perform under its warranty.

10.2 No Additional Warranty by Seller. Except as explicitly provided in Section 9 or in a separate written warranty from Seller for a specific product, Seller provides no warranty of its own for any Goods. In some cases, Seller may facilitate manufacturer warranty service for Buyer’s convenience (for instance, by handling return logistics with the manufacturer), but such assistance is voluntary and does not create any warranty obligations for Seller. Buyer should register products with the manufacturer, if required, and contact the manufacturer or authorized service providers directly for warranty service or technical support when available.

10.3 Warranty Claims Procedure. Any claims under a manufacturer’s warranty should be made directly with the manufacturer or in accordance with the warranty documentation provided with the product. If Buyer is unsure how to proceed, Buyer may contact Seller for guidance, and Seller will use reasonable efforts to assist or direct Buyer to the appropriate channels. However, Buyer remains responsible for complying with the manufacturer’s warranty procedures, such as obtaining Return Authorizations from the manufacturer and shipping the product to designated repair facilities.

10.4 Third-Party Services and Software. If Buyer purchases any third-party services, support plans, or software subscriptions/licenses through Seller, those services or software are provided pursuant to the third-party provider’s terms and conditions. Seller is not the provider of such services/software and makes no warranties or representations regarding them. Any claims or issues arising from third-party services or software should be addressed with the third-party provider.

10.5 Limitation for Used/Refurbished Items. If explicitly noted, certain Goods might be sold as used, refurbished, or “open box.” Such items are sold “As-Is” unless a limited warranty is specifically provided. They may carry a limited direct warranty from the refurbisher or remaining manufacturer warranty, if stated. Buyer bears the risk as to the quality and performance of used goods after purchase, and no implied warranties apply as per Section 9.3.

11. Software Licenses and Intellectual Property

11.1 Software & Licensing Terms. Any software, firmware, or related documentation (collectively, “Software”) provided with or embedded in the Goods is licensed, not sold, to Buyer. Such Software may be subject to end-user license agreements (“EULAs”) or other terms imposed by the manufacturer or software publisher (the “Licensor”). Buyer agrees to comply with all applicable license terms for any Software that is provided with the Goods or that Buyer installs or uses in connection with the Goods. By using the Software, Buyer indicates its acceptance of the Licensor’s license agreement. All Software (including updates or replacements) is provided to Buyer solely on the terms of the Licensor’s agreement, and not by Seller, and any warranties or support for Software are the sole responsibility of the Licensor (and not Seller).

11.2 Intellectual Property Rights. All intellectual property rights in and to the Goods, including any trademarks, logos, software code, technical information, or documentation, are and remain the property of the respective manufacturers, Licensors, or rights holders. No transfer of ownership of any intellectual property is made by Seller’s sale of the Goods. Buyer shall not remove, alter, or obscure any copyright, patent, trademark, or other proprietary rights notices on the Goods or accompanying documentation. Buyer shall use any Software and intellectual property only as permitted by the applicable license.

11.3 Restrictions. Unless expressly permitted by law or by the Licensor’s license terms, Buyer shall not (and shall not allow any third party to) reverse-engineer, decompile, or disassemble any Software, nor circumvent any license or activation mechanism. Buyer is responsible for ensuring that any end-users (if Buyer resells or transfers the Goods) also comply with the Software license terms. If Buyer does not agree or cannot comply with the Software license terms, Buyer should not install or use the Software and may return the unused product (subject to any applicable return policy).

11.4 License Compliance and Indemnity. Buyer represents and warrants that it will use any software or technology in compliance with all applicable laws and license restrictions. Buyer shall indemnify and hold Seller harmless from any claims, damages, or losses arising from Buyer’s (or Buyer’s customer’s) misuse of Software or violation of any license agreement or intellectual property rights, including any fines or penalties imposed due to unauthorized use or distribution of software.

12. Limitation of Liability

12.1 Indirect Damages Excluded. To the maximum extent permitted by law, Seller (including its affiliates, officers, employees, and agents) shall not be liable to Buyer or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages whatsoever. This exclusion includes, but is not limited to, any liability for loss of profits, revenue or business loss, loss of data, loss of use of the Goods or any associated equipment, cost of capital, cost of substitute goods or services, downtime costs, or claims of Buyer’s customers for such damages. This limitation applies regardless of whether such damages are claimed under contract, tort (including negligence), strict liability, or any other legal theory, and regardless of whether Seller was advised of the possibility of such damages.

12.2 Cap on Direct Damages. Seller’s total liability for any claim arising out of or relating to the Goods or these Terms (including any liability of Seller for negligence) shall not exceed the amount actually paid by Buyer to Seller for the specific Goods that are the subject of the claim. If the claim involves services provided by Seller, Seller’s liability shall not exceed the fees paid for the services giving rise to the claim. The existence of multiple claims or causes of action will not enlarge or extend this aggregate limit. Buyer acknowledges that the pricing of Goods reflects this allocation of risk and the limitation of liability specified herein.

12.3 Exclusive Remedies. Except for Buyer’s obligation to pay for Goods, the parties agree that the remedies and limitations provided in these Terms (including in Sections 6, 7, 9, 10, and this Section 12) are exclusive, and apply even if any remedy fails of its essential purpose. Buyer’s sole and exclusive remedies against Seller for any defect or non-conformity in the Goods are those expressly provided by Seller in these Terms (or, if applicable, by the manufacturer’s warranty, which is provided in lieu of any additional remedy from Seller). Buyer may not seek recovery of any other damages or losses from Seller except as allowed under these Terms.

12.4 No Liability for Certain Causes. Seller will not be liable for any damage or loss caused by the improper use, misuse, alteration, or unauthorized repair of any Goods by Buyer or any third party. Seller shall not be liable for any defects or failures caused by (a) accident, abuse, or neglect of the Goods, (b) installation or use in a manner inconsistent with the manufacturer’s specifications or instructions, (c) use of the Goods in combination with equipment or software not approved by the manufacturer, or (d) power failures, surges, fire, flood, or other external causes beyond Seller’s control. Buyer assumes full responsibility for qualifications or certifications required for its use of the Goods (for example, any regulatory approvals for operation of equipment) and Seller disclaims any liability for Buyer’s failure to obtain such approvals.

12.5 Limitations Period. Any claim or cause of action arising out of or relating to the purchase of Goods or these Terms must be brought by Buyer within one (1) year after the cause of action accrues. If Buyer fails to commence an action or arbitration within this one-year period, such claim or cause of action is permanently barred, regardless of any statute of limitations that might otherwise apply.

12.6 Applicability. Some jurisdictions do not allow the exclusion or limitation of certain damages (for example, incidental or consequential damages). If a court or arbitrator of competent jurisdiction determines that applicable law prohibits enforcement of any provision of this Section 12 as written, the parties agree that the court or arbitrator shall reform this provision to the minimum extent necessary to reflect the parties’ intention to limit their liability and allocate risks to the fullest extent permitted by law. The limitations of liability in this Section 12 are a fundamental part of the agreement between Seller and Buyer and shall apply even if any limited remedy herein is found to fail its essential purpose.

13. Indemnification

13.1 Buyer’s Indemnity Obligations. To the fullest extent permitted by law, Buyer shall indemnify, defend, and hold harmless Seller, its parent and affiliated companies, and their respective directors, officers, employees, and agents (each an “Indemnified Party”) from and against any and all claims, demands, lawsuits, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or resulting from:

  • (a) Buyer’s breach of any representation, warranty, or obligation under these Terms or any agreement with Seller;

  • (b) Buyer’s negligence or willful misconduct in the storage, installation, use, or maintenance of the Goods;

  • (c) Injuries, death, or property damage caused by or arising from the Goods after title and risk of loss have passed to Buyer (including any such claims by Buyer’s employees, customers, or end users);

  • (d) Any modifications, integrations, or attachments made to the Goods by Buyer without Seller’s or the manufacturer’s approval, or any specifications or instructions provided by Buyer to Seller that result in claims (including claims of intellectual property infringement, if Buyer provided designs or requested custom modifications);

  • (e) Buyer’s use or resale of the Goods in a manner not authorized by the manufacturer or contrary to law or regulations (for example, export violations, or using Goods in hazardous applications without proper safeguards); and

  • (f) Any claim that Buyer or Buyer’s customers failed to adequately warn of product dangers or misused the product, or any representation or warranty made by Buyer to its own customers or end-users that exceeds the manufacturer’s warranty or Seller’s obligations.

13.2 Process. Seller shall promptly notify Buyer of any claim for which indemnification is sought and shall reasonably cooperate (at Buyer’s expense) in the defense. Buyer shall immediately take up the defense of each such claim with counsel reasonably satisfactory to Seller. Buyer shall not settle any claim without Seller’s prior written consent if the settlement imposes any liability or admission on Seller or does not fully release Seller. If Buyer fails to assume and diligently conduct the defense, Seller may assume the defense at Buyer’s expense. Seller may participate in the defense with its own counsel at its own expense, subject to Buyer’s control of the defense as long as Buyer is meeting its obligations. Buyer’s indemnification obligations shall not be limited by any insurance policy limits and shall survive acceptance of Goods and any termination of these Terms.

13.3 Material Term. The indemnification obligations in this Section 13 are a material condition of the sale of any Goods from Seller to Buyer. Buyer acknowledges that the price of Goods is based in part on the allocation of risks and responsibilities as set forth in these Terms, including Buyer’s assumption of the obligations in this Section. In the event that applicable law prohibits enforcement of any part of this Section 13 as written, then this Section shall be deemed modified to provide the maximum indemnification protection for Seller permissible under that applicable law.

14. Force Majeure

14.1 Events of Force Majeure. Seller shall not be liable for any failure or delay in performance (including any delay in shipment or delivery, or inability to supply quantities ordered) when and to the extent such failure or delay is caused by or results from events or circumstances beyond Seller’s reasonable control. Such events may include, but are not limited to: natural disasters (e.g. fires, floods, earthquakes, severe weather); acts of God; epidemics or pandemics; wars, civil unrest, or acts of terrorism; government actions or orders (e.g. embargoes, import/export restrictions, tariffs, or trade disputes, governmental shutdowns); labor disputes or strikes (whether involving Seller’s workforce or others); transportation delays or shortages; inability to secure raw materials or components from usual sources; power or utility failures; or any other circumstance beyond Seller’s control, whether similar or dissimilar to the foregoing.

14.2 Performance During Delay. In the event of a force majeure situation, Seller’s obligations will be suspended for the duration of the event and for a reasonable period thereafter. Seller will use reasonable efforts to mitigate the effects of the force majeure, but shall not be required to source Goods from alternative suppliers or to resolve labor disputes except on terms acceptable to Seller. If Seller is unable to produce or deliver sufficient quantities of Goods due to a force majeure event, Seller may allocate its available supply among its customers (including internal or affiliate needs) in a manner Seller deems fair and reasonable, without liability to Buyer for any resulting shortage.

14.3 Cancellation for Extended Force Majeure. If a force majeure event prevents Seller from performing its obligations for an extended period (for example, more than 60 days), Seller or Buyer may elect to terminate the affected order upon written notice to the other, without any liability (provided that Buyer shall still be responsible to pay for any Goods that have been delivered or that were completed and ready for shipment, prior to the force majeure, and for any work in progress that Seller cannot reasonably cancel).

14.4 Notification. Seller will give prompt notice to Buyer of any force majeure event affecting its performance. Similarly, if Buyer is unable to perform (such as take delivery or make payment) due to a force majeure event affecting Buyer, Buyer should notify Seller promptly. In such cases, Seller may, at its discretion, extend Buyer’s performance time or cancel the order without liability for such cancellation.

15. Dispute Resolution and Arbitration

15.1 Any dispute, claim, or controversy arising out of or relating to this Terms of Sale or the breach thereof (“Dispute”) shall be resolved in accordance with the following multi-step dispute resolution process:

15.2 Notice of Dispute: The party raising a Dispute must deliver to the other party a written Notice of Dispute, providing details of the claim, the basis for the dispute, and the relief or remedy sought. Upon receipt of such Notice, the parties shall promptly engage in good-faith discussions to resolve the Dispute.

15.3 Executive-Level Negotiation: Business representatives or executives with authority to settle the Dispute from each party shall meet (in person or via teleconference/videoconference) within [15] days of the Notice of Dispute and attempt to negotiate a resolution. The parties shall devote reasonable efforts to negotiate in good faith for at least [30] days from the date of the Notice of Dispute. Each party shall reasonably consider the other’s positions and potential solutions.

15.4 Mediation: If the Dispute has not been resolved through direct negotiations within the 30-day period (or such longer period as the parties may agree in writing), either party may submit the Dispute to mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. The mediation shall be conducted in Morris County, New Jersey, with a neutral mediator selected by the parties (or by the AAA if the parties cannot agree). By mutual agreement of the parties or if in-person attendance is impracticable, the mediation session(s) may be held by videoconference or teleconference. The parties shall share the mediator’s fees and any administrative costs equally. Mediation is a condition precedent to arbitration; the parties must participate in at least one substantive mediation session (unless the other party refuses to participate or fails to engage in scheduling the mediation) before either can commence arbitration. The mediation stage shall conclude no later than [30] days after a mediator is appointed, unless the parties agree in writing to extend that period. If the Dispute is settled at mediation, the settlement shall be documented in a written agreement binding on both parties.

15.5 Binding Arbitration: If the Dispute is not resolved by mediation (or if one party refuses to participate in the mediation or pre-mediation negotiations in breach of the above steps), then either party may initiate final and binding arbitration to resolve the Dispute. The arbitration shall be administered by the AAA in accordance with its Commercial Arbitration Rules (the “Rules”). Venue: The seat and venue of the arbitration shall be Morris County, New Jersey, and the parties consent to arbitration proceedings taking place in that location. Arbitrator: The arbitration shall be decided by a single neutral arbitrator, unless the parties agree in writing to a panel of three. The arbitrator shall be selected by mutual agreement of the parties, or if the parties cannot agree, in accordance with the AAA’s Rules for arbitrator appointment. Remote Hearings: The arbitrator, in his or her discretion, may conduct any or all proceedings (including hearings on the merits) by videoconference or other remote means if the arbitrator determines that doing so is appropriate under the circumstances (taking into account any party’s request or consent for remote proceedings). Alternatively, the parties may mutually agree to remote hearing arrangements.

15.6 Governing Law in Arbitration: The arbitrator shall apply the substantive law of the State of New Mexico (except to the extent preempted or superseded by federal law, as set forth below) to the merits of the Dispute, and may award any relief or remedy that a New Mexico state or federal court could grant within the scope of this Agreement. The arbitration award shall be in writing and shall state the arbitrator’s essential findings and conclusions. Confidentiality: The arbitration (including filings, evidence and the award) shall be confidential, except to the extent necessary to enforce an award or as required by law. Entry of Judgment: Judgment on the arbitrator’s award may be entered in any court having jurisdiction thereof.

15.7 Condition Precedent – Compliance with Pre-Arbitration Steps: The negotiation and mediation procedures described in subsections (1)–(3) above are mandatory conditions precedent to arbitration. No party may commence an arbitration unless that party has first timely provided a Notice of Dispute and made a good-faith effort to resolve the matter by executive-level discussions and by mediation as set forth above. However, if the other party refuses to participate in, or unduly delays, a required negotiation or mediation (for example, by failing to respond to a Notice of Dispute, or failing to engage in scheduling a mediation within the timeframe), then the aggrieved party may proceed to initiate the next step (mediation or arbitration, as applicable) as if the condition precedent is satisfied. The parties agree that any issue concerning whether these conditions precedent have been satisfied is a matter of procedural arbitrability to be decided by the arbitrator in any later arbitration, except that if a court is necessary to compel compliance with the negotiation or mediation obligations, either party may apply to a court of competent jurisdiction to order participation in the pre-arbitration steps. All applicable statutes of limitation or repose and any contractual time limits on claims shall be tolled during the period from the delivery of a Notice of Dispute through the conclusion of the mediation (or the expiration of the time period for mediation in subsection 3, if the other party fails to participate), so that neither party is prejudiced by the time taken to complete these mandatory dispute resolution steps.

15.8 Interim Injunctive Relief: Notwithstanding any provision of this Section 15, either party may at any time seek temporary or preliminary injunctive relief (including a temporary restraining order or preliminary injunction) from a court of competent jurisdiction when such relief is necessary to protect its rights or property pending the outcome of the dispute resolution procedures, including arbitration. This includes situations where a delay in obtaining relief would cause irreparable harm. Seeking or obtaining interim relief in court shall not waive or breach the obligations to engage in mediation or arbitration of the Dispute. Once such interim measures are addressed by the court, the Dispute shall still proceed through mediation or arbitration as provided above. Apart from such provisional relief, the parties agree that the procedures outlined in this Section are the exclusive means of resolving Disputes, and any final remedy (such as a permanent injunction, damages, or specific performance) must be obtained through arbitration.

15.9 Governing Law; FAA: This Terms of Sale (including this Section 15) shall be governed by and construed in accordance with the laws of the State of New Mexico, excluding its conflict-of-law rules. However, because the parties’ transactions under this Agreement involve interstate commerce, the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (FAA), shall govern the interpretation, enforcement, and proceedings of the agreement to arbitrate in this Section 15. The parties acknowledge and agree that this Section 15 evidences a transaction involving interstate commerce and that the FAA shall preempt any state laws to the extent those laws would impede the enforceability of the dispute resolution and arbitration provisions herein. In any case, the arbitrator shall follow the substantive law of New Mexico (as provided above) and applicable federal law (for federal claims, if any). Waiver of Court Trial: By agreeing to arbitration, the parties understand that they are waiving any right to have their Dispute decided in court by a judge or jury, and waiving the right to appeal the arbitrator’s decision except as provided by the FAA. This clause shall be interpreted to be enforceable under applicable law, and if any portion is held invalid or unenforceable, it shall be severed and the remainder of the clause enforced to the fullest extent permissible.

16. Changes to Terms

16.1 Updates by Seller. Seller reserves the right to modify or update these Terms of Sale at any time. Any changes will be effective when posted on Seller’s website (or upon other written notice to Buyer, such as via email or on a quote/invoice), as of the effective date stated for the updated Terms. It is Buyer’s responsibility to review the current Terms of Sale before each purchase or order. By placing an order or accepting a delivery after the effective date of any changes, Buyer agrees to the updated Terms. Seller may, at its discretion, also require Buyer to acknowledge or accept updated Terms as a condition of future sales.

16.2 No Oral Modifications. Except for Seller’s right to update these Terms as described above, no modification, amendment, or waiver of any provision of these Terms shall be valid unless in writing and signed by an authorized representative of the Seller. In particular, Seller’s sales representatives or agents are not authorized to make any oral promises or changes to these Terms. Any such oral statements will not be binding on Seller. Buyer should not rely on any conflicting oral or written terms that are not part of these Terms or an official written agreement – all sales are made only on the Terms herein (as updated).

16.3 Prevailing Terms. In the event of any conflict between these Terms of Sale and any other document provided by Seller (such as an invoice, order acknowledgment, or terms posted on Seller’s website), the version of the Terms of Sale most recently published on Seller’s website or otherwise provided to Buyer shall govern, unless a specific provision in another document is expressly agreed by Seller to override these Terms. Buyer’s standard terms of purchase (if any) are not applicable. Continued dealings between the parties or any industry practice shall not modify these Terms, absent an explicit signed writing as set forth above.

17. Miscellaneous Provisions

17.1 Assignment. Buyer may not assign or transfer any of its rights or obligations under these Terms or any order, in whole or in part, without the prior written consent of Seller. Any attempted assignment by Buyer without such consent will be null and void and of no force or effect. Seller may assign or delegate its rights and obligations to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this transaction, without Buyer’s consent. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

17.2 No Waiver. No failure or delay by Seller in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right or any other right. Similarly, no single or partial exercise of any right or remedy by Seller shall preclude full enforcement of any remaining rights or remedies. Any waiver of any provision or breach of these Terms must be in writing and signed by Seller, and such waiver shall not be construed as a waiver of any succeeding breach or of any other provision.

17.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable (if possible) or, if modification is not possible, deemed severed from these Terms. In any event, the remaining provisions of these Terms shall continue in full force and effect. The parties will negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the original provision.

17.4 No Third-Party Beneficiaries. These Terms are for the sole benefit of Seller and Buyer, and nothing herein, express or implied, is intended to or shall confer any rights or remedies upon any other person or entity (including any customer of Buyer or end user of the Goods) except as specifically provided (for example, indemnitees under Section 13). Seller shall have no liability to any person or entity that is not a party to the contract of sale between Seller and Buyer. Buyer’s obligations to indemnify and hold harmless Seller under these Terms extend to the parties described in Section 13 as third-party beneficiaries of that indemnity.

17.5 Independent Contractors. The relationship of Seller and Buyer is that of independent contractors, and nothing in these Terms shall be construed to create a partnership, joint venture, or any agency relationship. Neither party has the authority to bind the other to any third party or act on behalf of the other, except as expressly provided herein.

17.6 Headings; Construction. Section headings in these Terms are for convenience of reference only and shall not affect the interpretation of any provision. Words of inclusion (such as “including” or “for example”) shall be interpreted as illustrative and not limiting, and will be deemed to be followed by the phrase “without limitation.” These Terms shall not be construed against the drafter. Both parties have had the opportunity to review and negotiate these Terms, and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of the authorship of any provision of these Terms.

17.7 Notices. Any notice or communication required or permitted under these Terms shall be in writing and shall be given by registered or certified mail (return receipt requested), by a nationally recognized overnight courier, or by email (with confirmation of transmission) to the address or email of the respective party as specified in the order or as otherwise designated in writing. Notices will be effective upon receipt (or when delivery is refused).

17.8 Compliance with Laws. Buyer and Seller each agree to comply with all applicable laws and regulations in connection with the performance of their obligations and exercise of their rights under these Terms. Without limiting the foregoing, Buyer shall comply with all U.S. export control and trade compliance laws if Buyer exports or re-exports any Goods, and Buyer shall not export any Goods to any country or end-user prohibited by U.S. law. Buyer shall obtain any necessary export licenses or approvals prior to exporting or transferring any Goods outside the U.S. Buyer will also comply with all applicable environmental, health, and safety regulations regarding the handling and use of the Goods. Buyer shall defend, indemnify, and hold Seller harmless for any loss or damage arising from Buyer’s violation of this provision.

17.9 Prevailing Language. These Terms may be translated into languages other than English for reference, but the English version of these Terms shall prevail in case of any conflict or ambiguity in interpretation.

18. Entire Agreement

These Terms of Sale, together with any Seller-issued order confirmation, invoice, or any written contract between Buyer and Seller referencing these Terms, constitute the entire agreement between the parties with respect to the sale of Goods and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, whether written or oral, regarding the same subject matter. Buyer acknowledges that it is entering into the purchase based on the terms herein and not in reliance on any statements or promises of Seller or its agents that are not expressly included in these Terms. If there is any inconsistency between these Terms and any other documents incorporated by reference, these Terms shall control unless a mutually signed agreement expressly provides otherwise. No amendment or modification of this agreement shall be binding unless executed in writing by an authorized representative of Seller. These Terms shall govern even if they are not expressly referenced in each future transaction between Buyer and Seller, unless superseded by a later revision or separate written agreement.

By purchasing Goods from Procurmint LLC, Buyer acknowledges that it has read, understood, and agreed to these Terms of Sale.