Parties

All references in this document to " Seller" include Txley, Inc. and/or any parent, subsidiary or affiliate of Txley, Inc. (including any division of the foregoing) whether or not performing any or all of the scope hereunder or specifically identified herein. All references in this document to " Buyer" include all parent(s), subsidiaries and affiliates of the entity placing the order. Buyer and Seller may be referred to individually as a " Party" and collectively as the " Parties".

General

All sales to Buyer are subject to these Terms, which shall prevail over any additional or inconsistent terms of Buyer's purchase order or other Buyer documents. Additional or different terms and conditions in any way altering or modifying these Terms are expressly rejected by Seller and shall not be binding upon Seller unless specifically accepted in writing by Seller's authorized representative. No modification or alteration of these Terms shall result by Seller's shipment of goods or provision of services (such goods and services hereinafter collectively referred to as " Goods") following receipt of Buyer's purchase order or other documents containing additional, conflicting or inconsistent terms. These Terms are binding on the Parties and their successors and permitted assigns. All agreements, notices, disclosures and other communications that Seller provides to Buyer electronically shall satisfy any legal requirements that such communications be in writing. No representations, inducements, promises or agreements, oral or written, have been made by Seller, or anyone acting on behalf of Seller, that are not contained herein, and any prior agreements, promises, negotiations, or representations between the Parties are superseded by these Terms. Buyer acknowledges and agrees that it has not relied on any representations, inducements, promises or agreements, oral or written, by Seller, or anyone acting on behalf of Seller, that are not contained herein. All product information on Seller's website or in Seller's catalog or other marketing materials is provided by the applicable manufacturer and/or supplier and shall not be deemed a representation, warranty or claim of Seller. Seller reserves the right to accept or reject any order of Buyer.

Prices

Prices on Seller's website, in Seller's catalogs or in Seller's quotes are subject to change without notice, and all such prices expire and become invalid if not accepted within three (3) calendar days from the date of issue, unless otherwise noted by Seller in writing. Price extensions, if made, are for Buyer's convenience only, and they, as well as any mathematical, stenographic or clerical errors, are not binding on Seller. Prices shown do not include any sales, excise, or other governmental tax or charge payable by Seller to any federal, state or local authority. Any taxes now or hereafter imposed upon sales or shipments will be added to the purchase price, and Buyer shall reimburse Seller for any such tax or provide Seller with an acceptable tax exemption or Reseller Certificate. All prices and other terms provided to Buyer shall be kept confidential except to the extent a Party is required by law to disclose the same. �Web Prices� displayed on txley.com: (i) are offered to Customers that do not have other pricing arrangements with Txley; (ii) are subject to these Terms of Sale; (iii) are available for orders placed on txley.com, by phone, or at fulfilment locations; (iv) do not include freight, handling fees, taxes, and/or duties; and (v) are subject to change or correction at any time and without notice. Customers that have other pricing arrangements with Txley can view their prices and the applicable prices to which discounts, if any, are applied, when logged into their Txley.com account. Export orders may be subject to other special pricing. Txley reserves the right, in its sole discretion, to offer a volume discount (�Volume Discount�) to Customers based upon the quantity of products purchased in a single transaction. Volume Discount pricing is subject to product availability, and quantity limits may apply. Resale by Customers at retail or online of products purchased under Volume Discount pricing is prohibited. Txley reserves the right to: (i) accept or reject any Volume Discount order; or (ii) charge the full price for the product if the event that Volume Discount priced items are returned.

Force Majeure.

Seller shall not be liable for delay or default in delivery resulting from any cause beyond Seller's reasonable control, including, but not limited to, governmental action, strikes or other labor troubles, fire, damage or destruction of Goods, wars (declared or undeclared), acts of terrorism, manufacturers' shortages, availability or timeliness of transportation, materials, fuels or supplies, and acts of God (each a " Force Majeure Event"). Upon the occurrence of a Force Majeure Event: (a) the time for Seller's performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly; (b) the purchase price shall be adjusted for any increased costs to Seller resulting from such Force Majeure Event; and (c) Buyer shall not be entitled to any other remedy.

Warranty

Seller is a reseller of Goods only, and as such does not provide any warranty for the Goods it supplies hereunder. Notwithstanding this As-Is limitation, Seller shall pass through to Buyer any transferable manufacturer's standard warranties with respect to Goods purchased hereunder. EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY BUYER. BUYER AND PERSONS CLAIMING THROUGH BUYER (COLLECTIVELY, " CLAIMANT") SHALL SEEK RECOURSE EXCLUSIVELY FROM THE RELEVANT MANUFACTURER(S) IN CONNECTION WITH ANY DEFECTS IN OR FAILURES OF GOODS, AND THIS SHALL BE THE EXCLUSIVE RECOURSE OF CLAIMANT FOR DEFECTIVE GOODS, WHETHER THE CLAIM SHALL SOUND IN CONTRACT, TORT, STRICT LIABILITY, PURSUANT TO STATUTE, OR FOR NEGLIGENCE. BUYER SHALL PASS THESE TERMS TO SUBSEQUENT BUYERS AND USERS OF GOODS. SELLER EXCLUDES AND DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. SELLER ASSUMES NO RESPONSIBILITY WHATSOEVER FOR INSTALLATION OF GOODS, USE, MISUSE, ALTERATION OR MODIFICATION OF GOODS, OR SELLER'S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY BUYER. SELLER DOES NOT CERTIFY OR GUARANTEE THAT ANY GOODS COMPLY WITH ANY STATUTES, LAWS, CODES, ORDINANCES OR REGULATIONS.

Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT, WHETHER IN CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING DIRECTLY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THESE TERMS, SHALL SELLER BE LIABLE FOR (a) ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR SIMILAR DAMAGES SUCH AS LOSS OF USE, LOST PROFITS, ATTORNEYS' FEES OR DELAY DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY SELLER'S BREACH OF THIS AGREEMENT, (b) ANY CLAIM THAT PROPERLY IS A CLAIM AGAINST A MANUFACTURER, OR (c) ANY AMOUNT EXCEEDING THE AMOUNT PAID TO SELLER FOR GOODS FURNISHED TO BUYER THAT ARE THE SUBJECT OF SUCH CLAIM(S). ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF ACCRUAL OF A CAUSE OF ACTION.

Indemnification

Buyer shall indemnify, defend, and hold Seller its officers, directors, employees and agents harmless from any and all costs (including attorneys' and accountants' fees and expenses), liabilities and damages resulting from or related to any third party (including Buyer's employees) claim, complaint and/or judgment arising from Buyer's use of any Goods furnished hereunder, as well as any negligent, intentional or tortious act or omission of Buyer or any breach by Buyer of these Terms.

Freight, Title and Risk of Loss.

If delivery occurs in Seller's own vehicles, shipments shall be delivered F.O.B. Buyer's designated delivery site. In all other cases, the F.O.B. point shall be Seller's store or warehouse, and all responsibility and costs of shipping and delivery beyond Seller's store or warehouse shall be borne by Buyer. Title and risk of loss shall pass to Buyer at the applicable F.O.B. point. All claims for shortage of Goods or for loss or damage to Goods as to which Seller has the risk of loss shall be waived unless Buyer, within three (3) business days after receipt of the short or damaged shipment, gives Seller written notice fully describing the alleged shortage or damage. Partial shipments are permitted at Seller's discretion.

Changes and Returns

Any change in product specifications, quantities, destination, shipping schedules or any other aspect of the scope of Goods must be agreed to in writing by Seller and may result in a price and delivery adjustment by Seller. No credit for Goods returned by Buyer shall be given without Seller's written authorization. All returns are subject to a restocking charge. The following items are not returnable: (a) special/customized product, including fabricated and custom made-to-order direct items; (b) hazmat items; (c) items shipped outside of the United States; (d) non-catalog items and volume purchases with the exception of defective or expired products; (e) warranty items; or (f) factory direct items (g) chemicals. NO RETURNS ON GOODS CORONAVIRUS SPECIFIC ITEMS: Solely at the discretion of the SELLER - credit may be issued less a restocking charge established by the SELLER on goods returned to the SELLER�S premises unopened and in reusable condition within thirty (7) days from the date of delivery. The SELLER will not be accepting returns on products brought into stock by SELLER to address the needs of the CORONAVIRUS pandemic. The SELLER will not accept returns for orders placed March 1st, 2020 or later items listed on CORONAVIRUS product tracker. (See customer letter dated March 17th, 2020) Such items include but are not limited to face protection, gloves, disinfectants, bleach, wipes, hand sanitizer, soaps, tissue, electro-static applicators, and other applicators and sprayers, dispensers and stands. If you have a question regarding what products are exempt from return, please reach out to your Txley representative for more information.

Payment

Payment. Unless otherwise agreed in writing, payment terms are Net-10, Net-15 or Net-30 (as agreed) from delivery, payable in United States of America (" U.S.") dollars. Notwithstanding the foregoing, all orders are subject to Seller's continuing approval of Buyer's credit. Seller, in its sole discretion, may suspend or cancel performance, or require different payment terms, including, but not limited to, cash on delivery or in advance of shipment. In addition, Seller may, in its discretion, require an advance deposit of up to 100% of Seller's selling price for any specially-manufactured Goods ordered by Buyer hereunder. Payments due hereunder shall be made in the form of cash, check, money order, ACH, or other tender approved in writing by Seller. Seller will not accept payments for credit accounts made by credit card or other fee-bearing payment methods. Seller may, in its sole discretion, apply Buyer's payment against any open charges. Past due accounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, continuing after Seller obtains judgment against Buyer. Any invoice not paid by the 10th of the following month from the date of that invoice shall be deemed pas due. A $35.00 charge will be made on all checks returned by the bank unpaid Seller may exercise setoff or recoupment to apply to or satisfy Buyer's outstanding debt. Buyer shall have no right of setoff hereunder, the same being expressly waived hereby. Seller expressly reserves its right to file liens in the ordinary course of business per applicable law and expressly disclaims any request for a waiver of lien rights by Buyer. Seller reserves all rights to invoice and be paid for Goods provided to Buyer, and any terms contained in any of Buyer's purchase orders or other documents that purport to limit in any way the time or manner within which Seller may invoice Buyer are hereby waived by Buyer.

Destination Control Statement

Export sales of Goods are subject to the following: THESE ITEMS ARE CONTROLLED BY THE U.S. GOVERNMENT AND AUTHORIZED FOR EXPORT ONLY TO THE COUNTRY OF ULTIMATE DESTINATION FOR USE BY THE ULTIMATE CONSIGNEE OR END-USER(S) HEREIN IDENTIFIED. THEY MAY NOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY OTHER COUNTRY OR ANY PERSON OTHER THAN THE AUTHORIZED ULTIMATE CONSIGNEE OR END-USER(S), EITHER IN THEIR ORIGINAL FORM OR AFTER BEING INCORPORATED INTO OTHER ITEMS, WITHOUT FIRST OBTAINING APPROVAL FROM THE U.S. GOVERNMENT OR AS OTHERWISE AUTHORIZED BY U.S. LAW AND REGULATIONS.

Collection Costs.

Buyer shall pay Seller all costs and expenses of collection, suit, or other legal action brought as a result of the commercial relationship between them, including, but not limited to, all actual attorneys' and paralegals' fees and expenses, and collection costs, incurred pre-suit, through trial, on appeal, and in any administrative or bankruptcy proceedings. Any cause of action that Seller has against Buyer may be assigned without Buyer's consent to Txley, Inc. or to any affiliate, parent or subsidiary of Txley, Inc.

Dispute

This Agreement, Buyer's account and the business relationship between Buyer and Seller shall be governed by and construed in accordance with the laws of the State of Georgia without regard to conflicts of laws rules, and specifically excluding the UN Convention on Contracts for the International Sale of Goods. The Parties agree that any legal action arising under or related to this Agreement shall be brought in Skagit County, WA, and any right to object to such venue or to assert the inconvenience of such forum is hereby waived. The Parties waive all rights to jury trials.

Termination

If Buyer fails to comply with these Terms, Seller may terminate or restrict any order immediately upon notice to Buyer. Buyer certifies that it is solvent and that it will advise Seller immediately if it becomes insolvent. Buyer agrees to send Seller written notice of any changes in the form of ownership of Buyer's business within five (5) business days of such changes. Buyer and Seller are the only intended beneficiaries of this document, and there are no third-party beneficiaries.

Severability

The invalidity or unenforceability of all or part of these Terms will not affect the validity or enforceability of the other terms. The Parties agree to replace any void or unenforceable term with a new term that achieves substantially the same practical and economic effect and is valid and enforceable.

Safety Data Sheets

Safety Data Sheets ("SDS") for OSHA defined hazardous substances are prepared and supplied by the manufacturers of Goods. SELLER MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO BUYER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY SDS. BUYER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY SUCH INFORMATION, AND FOR USE OR APPLICATION OF ANY GOODS. Any SDS for Goods can be located and printed free of charge from Seller's website.

Privacy

Seller's Privacy Policy is published at https://txley.com and is incorporated herein by this reference.

Survival

These Terms shall survive termination, cancellation or completed performance of any sale as long as necessary to allow the aggrieved Party to fully enforce its rights.

Ownership, License & Limitations

This Website and all content displayed on this Website and all software, data and information used to provide this Website, including text, image, audio and video method of display and presentation, source code, embedded routines and programs and other materials, as well as all copyrights, trademarks, patents and other intellectual property rights therein or thereto, are owned by us or our affiliates, licensors or licensees, and are protected under worldwide patent, copyright, trademark and other applicable laws and treaties, including, without limitation, applicable trade secret laws. We grant you the limited and nonexclusive right and license to access or download a single copy of the content from this Website solely for your personal and non-commercial use and as necessary in connection with the use of any services available through this Website. Except as expressly authorized in these Terms and Conditions, you may not modify, distribute, reproduce, display, or use this Website or any elements thereof. Furthermore, (i) reproduction, re transmission or re presentation in any form, in whole or in part, of any content, programming code, images or graphics included within this Website is strictly prohibited without our prior express written permission; (ii) you may not frame, squeeze back, overlay or employ other techniques to enclose or display this Website, or any trademark, logo, content or other proprietary information (including images, text, page layout, or form) included on this Website, with any other software or content of a third party; (iii) you may not use any meta tags or any other �hidden text� utilizing our names or trademarks without our express written consent; and (iv) you may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in this Website or the services offered herein. In addition to and not in limitation of any of the foregoing limitations and restrictions, you are expressly prohibited from using automated means (including but not limited to spiders, robots, crawlers, scrapers, deep links, data mining, data gathering or extraction tools and the like), or any other automated methodology, algorithm or device or any manual process, to for any purpose monitor, copy, download or otherwise access data or content from this Website. A limited exception to the foregoing limitations and restrictions is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to this Website, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our applicable policies and procedures in effect from time to time. This Website includes certain trademarks and service marks owned by us and/or our affiliates or third parties. You agree not to copy, use or otherwise infringe upon or dilute these trademarks or service marks. You further agree that you will not alter or remove any copyright, trademark or other notices from any of Website content.

Miscellaneous

Your use of our Website for spamming is strictly prohibited. By using our Website, you agree not to use information concerning other users of our Website, or any items such users have listed or searched for on our Website (including listing information, user names, email addresses, telephone numbers, and/or other information), for any purpose that is not expressly permitted by these Terms and Conditions. You may not post information directed to or collect personal information from any minor. These Terms and Conditions are governed by the laws of WA, US. You hereby consent to the exclusive jurisdiction and venue of state and federal courts located in WA, US, for all disputes arising out of or relating to these Terms and Conditions, our Privacy Policy, the use of our Website, or the content, information or other materials, products or services within or otherwise available through our Website, or our use of any materials that you have posted on our Website or submitted to us. Use of our Website or the content, information or other materials, products or services within or otherwise available through our Website is not authorized in any jurisdiction that does not give effect to all provisions of these Terms and Conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms and Conditions or your use of our Website or the content, information or other materials, products or services within or otherwise available through our Website. You agree that all notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You shall use our Website and the content, information or other materials, products and services within or otherwise available through our Website for lawful purposes only. Any conduct by you that in our judgment and discretion restricts or inhibits any other person from using or enjoying our Website or the content, information or other materials, products or services within or otherwise available through our Website will not be permitted. You agree that any and all causes of action arising out of or relating to our Website or the content, information or other materials, products or services within or otherwise available through our Website shall be resolved individually, without resort to any form of class action. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions, or portion thereof, to be unenforceable, all other terms and conditions shall remain in full force and effect. Our failure to enforce any provision of these Terms and Conditions will not be deemed a waiver of future enforcement of that or any other provision of these Terms and Conditions.