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MASTER MAXIMUM ENFORCEMENT TERMS AND CONDITIONS OF SALE

TECH TRADE GLOBAL, LLC

LEGAL INTENT AND MAXIMUM ENFORCEMENT CLAUSE

THIS AGREEMENT (AS DEFINED HEREIN) IS INTENDED TO BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED UNDER THE LAWS OF THE STATE OF COLORADO, THE STATE OF OHIO, THE UNIFORM COMMERCIAL CODE (INCLUDING, WITHOUT LIMITATION, ARTICLES 2, 2A, AND 9 THEREOF), AND ALL OTHER APPLICABLE STATE, FEDERAL, AND INTERNATIONAL COMMERCIAL LAWS, INCLUDING BUT NOT LIMITED TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (WHICH IS EXPRESSLY DISCLAIMED AND EXCLUDED HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW).

IF ANY PROVISION, CLAUSE, SUBCLAUSE, TERM, CONDITION, DISCLAIMER, LIMITATION, WAIVER, OR ANY PORTION THEREOF CONTAINED IN THIS AGREEMENT IS DEEMED TO EXCEED WHAT IS LEGALLY PERMITTED, INVALID, ILLEGAL, OR UNENFORCEABLE IN WHOLE OR IN PART UNDER ANY APPLICABLE LAW, SUCH PROVISION SHALL AUTOMATICALLY BE MODIFIED, REFORMED, OR CONSTRUED TO THE MAXIMUM LEVEL PERMITTED BY LAW RATHER THAN BEING VOIDED, NULLIFIED, OR SEVERED, SO AS TO ACHIEVE THE ORIGINAL INTENT OF THE PARTIES TO THE GREATEST EXTENT POSSIBLE, AND SUCH INVALIDITY, ILLEGALITY, OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY, LEGALITY, OR ENFORCEABILITY OF THE REMAINING PROVISIONS AND PORTIONS OF THIS AGREEMENT.

BY PLACING AN ORDER, SUBMITTING A PURCHASE ORDER, ACCEPTING DELIVERY OF ANY GOODS, REMITTING ANY PAYMENT (IN WHOLE OR IN PART), ACCESSING OR USING ANY GOODS, OR OTHERWISE ENGAGING IN ANY TRANSACTION WITH SELLER, BUYER IRREVOCABLY AGREES TO ALL TERMS AND CONDITIONS HEREIN, WAIVES ANY RIGHT TO CHALLENGE OR CONTEST THE ENFORCEABILITY THEREOF, AND ACKNOWLEDGES THAT THIS AGREEMENT CONSTITUTES A BINDING, IRREVOCABLE CONTRACT BETWEEN BUYER AND SELLER.

BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER IS AN OHIO LIMITED LIABILITY COMPANY ORIGINALLY FORMED UNDER THE LAWS OF THE STATE OF OHIO, OPERATING AS A FOREIGN ENTITY FULLY REGISTERED AND QUALIFIED TO DO BUSINESS IN THE STATE OF COLORADO, WITH ITS PRINCIPAL PLACE OF BUSINESS AND OPERATIONS IN COLORADO, AND THAT THIS AGREEMENT IS ENTERED INTO WITH THE INTENT TO MAXIMIZE SELLER'S PROTECTIONS UNDER THE LAWS OF BOTH STATES AND ALL APPLICABLE JURISDICTIONS.

NO OTHER TERMS AND CONDITIONS, WHETHER PROPOSED BY BUYER, GENERATED BY ANY ARTIFICIAL INTELLIGENCE SYSTEM, AUTOMATED PROCUREMENT PLATFORM, THIRD-PARTY VENDOR, OR OTHERWISE, SHALL SUPERSEDE, MODIFY, AMEND, SUPPLEMENT, OR OTHERWISE AFFECT THIS AGREEMENT UNLESS EXPRESSLY AGREED TO IN A PHYSICAL WRITING SIGNED BY AN AUTHORIZED EXECUTIVE OFFICER OF SELLER (AND NO ELECTRONIC SIGNATURE, CLICK-THROUGH AGREEMENT, OR DIGITAL ACCEPTANCE SHALL SUFFICE FOR SUCH PURPOSE).

SECTION 1 - DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below, unless the context clearly requires otherwise:

"Seller" means Tech Trade Global, LLC, an Ohio limited liability company ("TTG" or "Seller"), including, without limitation, its owners, officers, directors, managers, employees, agents, representatives, affiliates, subsidiaries, successors, assigns, and any third parties acting on its behalf.

"Goods" means all products, hardware, software, firmware, licenses, subscriptions, support contracts, maintenance agreements, digital entitlements, bundled offerings, IT hardware, or any other items or services that Seller sells, supplies, ships, or otherwise provides to Buyer or on Buyer's behalf, including but not limited to products from numerous manufacturers, whether new, used, refurbished, or otherwise.

"Buyer" means the person, individual, company, corporation, partnership, limited liability company, entity, organization, or any other party who orders, purchases, acquires, receives, or otherwise engages in any transaction involving Goods from Seller, including any successors, assigns, agents, representatives, end-users, resellers, or third parties acting on Buyer's behalf.

"Price" means the price quoted, listed, or otherwise specified by Seller on the date the order is accepted by Seller, as set forth in the Seller's quote, Order Confirmation, invoice, or any other document issued by Seller.

"Agreement" or "Terms of Sale" means these Terms and Conditions of Sale, together with the Buyer's purchase order, the Seller's Order Confirmation or invoice, any manufacturer disclosure or disclaimer, the Credit Application, the personal or individual guarantee, and any other documents incorporated herein by reference, which collectively comprise the exclusive and entire agreement between Buyer and Seller governing the sale, purchase, and any related transactions.

"Order Confirmation" means any written or electronic confirmation issued by Seller acknowledging acceptance of Buyer's purchase order.

"Invoice" means any billing statement or invoice issued by Seller for the Goods.

"RMA" means Return Merchandise Authorization Number, as defined and governed in Section 7 herein.

All other terms used herein shall have their ordinary and customary meanings in the context of commercial transactions, as supplemented by the Uniform Commercial Code where applicable.

SECTION 2 - PURCHASE AND SALE; AGREEMENT CONTROL

When Buyer places a purchase order with Seller and Seller accepts such purchase order by issuing an Order Confirmation, shipping the Goods, invoicing the order, or any combination thereof, Buyer and Seller agree that the purchase order, Order Confirmation, Invoice, any manufacturer disclosure or disclaimer, the Credit Application, the personal or individual guarantee, and these Terms of Sale are the exclusive, binding, and entire terms and conditions governing the sale, purchase, and any related transactions between Buyer and Seller.

This Agreement overrides, supersedes, and nullifies ALL prior or contemporaneous proposals, agreements, understandings, representations, conditions, warranties, communications (whether oral, written, electronic, or otherwise), Buyer purchase terms, portals, onboarding systems, automated procurement terms, third-party terms, or any other documents or statements unless expressly incorporated herein in a physical writing signed by an authorized executive officer of Seller.

In entering into this Agreement, Buyer expressly acknowledges and agrees that it has not relied on any verbal representations, emails, text messages, marketing materials, sales conversations, samples, drawings, descriptive matter, specifications, advertising, third-party advice, AI-generated recommendations, or any other statements or materials issued by or on behalf of Seller with respect to the subject matter of this Agreement, and Buyer unconditionally and irrevocably waives any right it may have to claim damages for, rescind, modify, or otherwise challenge this Agreement as a result of any such alleged representations or materials.

Any samples, drawings, descriptive matter, specifications, and advertising issued by Seller, and any descriptions or illustrations contained in Seller's catalogues, brochures, website, or other materials, if any, are issued or published for the sole purpose of giving an approximate idea of the Goods described therein and shall not form part of this Agreement, nor shall this be deemed a sale by sample. Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance of offer, Invoice, or other document or information issued by Seller shall be subject to correction without any liability on the part of Seller.

Buyer waives any right to assert or rely upon any course of dealing, trade usage, custom, or prior performance to interpret, supplement, or modify this Agreement.

SECTION 3 - PRICE OF THE GOODS; TAXES, DUTIES

The Price for the Goods shall be that amount as set forth in the Order Confirmation, Invoice, or by shipping and invoicing the order. The Price is exclusive of all duties, taxes, tariffs, freight, insurance, handling fees, surcharges, and any other costs or expenses.

Buyer is solely responsible for and shall pay any and all such duties, taxes, tariffs, and other costs, and Seller shall never be responsible for payment thereof. If Seller mistakenly pays, is charged, or incurs any such duties, taxes, tariffs, or costs, Buyer shall immediately reimburse Seller in full, including any interest, penalties, or additional charges incurred thereby.

Seller reserves the absolute right to change, alter, or adjust the Price at any time as Seller deems necessary, including but not limited to due to market conditions, supply chain issues, currency fluctuations, or any other factors.

In the event Buyer requests Seller to purchase a manufacturer's service, warranty contract, maintenance agreement, or any similar offering on Goods purchased from Seller, Seller may require Buyer to prepay any and all such costs in full before any Goods are shipped. Such prepayment is non-refundable under any circumstances, and Buyer acknowledges that a manufacturer, in its sole discretion, may choose not to honor, provide, or continue such warranty, service, or contract for any reason, including but not limited to Seller not being a member of the manufacturer's authorized reseller program.

Prices do not include applicable taxes or duties. Buyer is solely responsible for paying all applicable taxes and duties. Seller will add sales taxes to the sales price where required by applicable law, and Buyer will pay such taxes unless Buyer provides Seller with a duly executed sales tax exemption certificate in a form acceptable to Seller.

SECTION 4 - TERMS OF PAYMENT; MAXIMUM INTEREST AND COLLECTION RIGHTS

Buyer shall make payment of all amounts due to Seller on the terms specified on the Invoice. Buyer and Seller agree to the terms of payment as specified in this Agreement and the Invoice. Any disputes over the terms of the Invoice must be submitted in writing and received by Seller within seven (7) calendar days from the date of the Invoice. In the event of a conflict between this Agreement and the Invoice, the Invoice terms shall take precedence.

Buyer shall owe and pay to Seller the full amount due for the Goods until such Goods are returned to Seller pursuant to the terms of this Agreement in the same condition in which the Goods were shipped. If Buyer fails to make any payment within the terms specified, then, without prejudice to any other right or remedy available to Seller (all of which are expressly reserved and cumulative), Seller shall be entitled to: (i) cancel this Agreement or suspend any further deliveries to Buyer; (ii) require the immediate return to Seller of all Goods in which legal title has not passed to Buyer; (iii) apply any payment made by Buyer for such Goods or any other goods purchased from Seller in any manner that Seller deems fit; and (iv) exercise any and all remedies available at law or in equity.

Buyer agrees to pay Seller interest on any and all amounts not received within the terms specified, including both pre-judgment and post-judgment interest, at the maximum rate permitted by applicable law (including, without limitation, Colorado and Ohio commercial statutes), accruing daily and compounding monthly where permitted. In no event shall such interest rate be less than 1.5% per month or 18% per annum, whichever is greater, unless a higher rate is allowable under law.

Buyer further agrees that all amounts due under this Agreement and the Invoice are payable without any right of set-off, counterclaim, defense based on dealings between the Parties, withholding, deduction, or any other reduction of any kind. Buyer shall reimburse Seller on demand for all costs or expenses incurred by Seller in recovering such Goods or amounts owed, including but not limited to reasonable attorneys' fees, appellate attorneys' fees, court costs, expert witness fees, investigation costs, collection agency fees, and any other enforcement or debt collection costs.

All costs incurred by Seller relating to any action taken by Seller to recover damages for non-payment or breach of this Agreement from Buyer (including but not limited to attorneys' fees, appellate attorneys' fees, court costs, or other debt collection costs) shall be payable to Seller on demand and recoverable in any legal action to recover damages from Buyer.

SECTION 5 - DELIVERY; ACCEPTANCE; RISK OF LOSS

Any dates quoted for delivery of the Goods are approximate only, and Seller shall not be liable for any delay in delivery of the Goods howsoever caused, including but not limited to delays due to supply shortages, labor issues, natural disasters, war, or government action. Seller shall be entitled to deliver the Goods in installments. Where the Goods are delivered in installments, each delivery shall constitute a separate agreement, and failure by Seller to deliver any one or more installments in accordance with this Agreement or any claim by Buyer in respect of any one or more installments shall not entitle Buyer to treat this Agreement as a whole as repudiated. Failure by Seller to deliver one or more installments shall not alter the agreement between Buyer and Seller with respect to Goods previously delivered or undelivered.

All costs of shipping will be determined by Seller and Buyer prior to shipment and stated on Seller's quote. Seller will use information received from Buyer to arrange for shipment of ordered Goods to Buyer or Buyer's customer ("end-user"), Free on Board (F.O.B.) shipping point, meaning title to the Goods and risk of loss passes to Buyer upon delivery to the carrier. Seller will advise Buyer of estimated shipping dates, but Seller will, under no circumstances, be responsible for delays in delivery or associated damages due to events beyond Seller's reasonable control, including without limitation, acts of God or public enemy, acts of federal, state, or local government, fire, floods, civil disobedience, strikes, lockouts, freight embargoes, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, any government act, law or regulation (including any judicial order or decree), any communication or power failure, labor dispute, natural disaster, earthquake, explosion, terrorist act, or any other force majeure event.

Buyer (or if the Goods are drop-shipped to a third party at the request of Buyer, then such third party) shall notify Seller in writing within five (5) calendar days of delivery, regardless of whether delivery is accepted or refused, of any shortfall in the quantities of Goods shipped, or any defect, damage, or discrepancy in the condition of the Goods shipped, with such notice being, in the case of damage, other than on a delivery note. If such written notice is not received from Buyer (or such third party) within the five (5) calendar days, the Goods are deemed accepted by Buyer, and full payment for the Goods is due to Seller from Buyer. After five (5) calendar days from the date of delivery, Seller shall be deemed to have supplied the Goods in accordance with this Agreement, and Seller shall have no liability to Buyer (or any third party) in respect of any claim of shortfall, damage, or discrepancy, and Buyer (and any third party) shall have no claim against Seller with respect to any alleged shortfall, damage, or discrepancy.

Buyer is responsible for providing an accurate shipping address. Seller shall not be liable for any incorrect shipping address provided by Buyer. Changes made to a shipping address after Goods are shipped will result in a minimum charge of $50.00, plus any additional costs incurred. Goods are considered shipped when a tracking number is created.

SECTION 6 - OEM / SECONDARY CHANNEL DISCLOSURE; DISCLAIMERS

Seller is an independent supplier and reseller of certain IT hardware from numerous manufacturers and is not an authorized reseller of the Goods. Seller is an independent reseller only. If Buyer is an authorized seller or reseller for any manufacturer and Buyer chooses to purchase such manufacturer's Goods from Seller, any dispute between Buyer and the manufacturer is solely between Buyer and the manufacturer. If Buyer is not an authorized seller or reseller for any manufacturer and Buyer chooses to purchase any manufacturer's Goods from Seller, any dispute between Buyer and the manufacturer is solely between Buyer and the manufacturer. Under no circumstances is Seller a part of or party to any dispute between Buyer and any manufacturer, Buyer's customer, or any third party.

Buyer acknowledges and agrees that since the Goods were sourced and purchased outside a manufacturer's authorized channel, a manufacturer, a manufacturer's sales representative, or a manufacturer's partner may take steps to disrupt the sale, including but not limited to refusing to honor new or existing warranty contracts, denying support, restricting firmware or updates, restricting license transfers, or otherwise, in an attempt to preserve the manufacturer's price structure in the local market. Seller is not responsible and has no liability should a manufacturer refuse to honor a warranty contract, provide support, or take any other action for any reason.

The Goods sold by Seller are not manufactured by Seller. The Goods may be covered by a manufacturer's warranty, service, or support policy (if present). If such warranty is present, Seller, on the date of shipping, assigns and passes to Buyer any such warranty of the manufacturer to the extent assignable. Buyer agrees, accepts, and acknowledges that Buyer shall have recourse only against the manufacturer of such Goods under such warranties and only against the manufacturer. If requested by Buyer in writing, Seller may attempt to purchase a manufacturer's warranty, service, and support policy. In the event Buyer makes such a request and Seller is able to purchase such a policy, Buyer hereby agrees to prepay Seller the full cost of such purchase, which is non-refundable under any circumstances. Manufacturer maintenance contracts, availability, services, offerings, and continued support are solely decided by the manufacturer. These contracts are between Buyer and the manufacturer only; not Seller. Any amount paid by Buyer to Seller for such warranty, service, or support policy is non-refundable in any circumstances.

Seller does not give any warranty or representation, and it is not a condition of this Agreement, that the Goods have been sold to Buyer with the consent, whether express or implied, of the brand owner or that the owner of any intellectual property rights in or relating to the Goods has consented to their import into the USA or export from the USA or that the manufacturer of the Goods will comply with any guarantee which it generally makes available, whether due to the Goods not having been so sold, imported, or exported or otherwise.

Buyer acknowledges that Seller ships all new Goods in the unopened original packaging of the manufacturer with part numbers and serial numbers on the package label, if applicable. If Buyer receives Goods from Seller that a manufacturer states in writing has not been produced under the authority or approval of the branded manufacturer, Seller will replace the Goods at no charge to Buyer.

SECTION 7 - RETURNS AND RMA — FULL ENFORCEMENT VERSION

GENERAL RETURN STRUCTURE

Defective Goods may be replaced within thirty (30) calendar days from the date the Goods were shipped. Seller offers advanced replacements on Dead on Arrival ("DOA") Goods.

Non-defective Goods may be returned only on a case-by-case basis, as determined by Seller in its sole and absolute discretion. Authorized returns may exclude special order items and are subject to Seller's approval.

Please read our full Refund Policy found at: https://techtradeglobal.com/policies/refund-policy.

DOA ADVANCED REPLACEMENT POLICY

Advanced replacement may be provided for verified DOA Goods. For RMA claims of DOA Goods, if the Goods are found to be working upon testing, a fifty percent (50%) RMA fee will be issued, and Buyer agrees to pay such fee immediately.

NON-DEFECTIVE RETURNS

Allowed only case-by-case at Seller's sole discretion.

RESTOCKING FEES

Non-defective or condition-variant returns may be subject to up to fifty percent (50%) restocking fee, as determined by Seller in its sole discretion. For all RMA requests or Goods returns, a restocking fee of twenty-five percent (25%) may be charged to Buyer as determined in the sole discretion of Seller. Items returned in a condition other than how they were originally received, including used or damaged items, may be subject to rejection or a restocking fee of up to fifty percent (50%). The final decision regarding eligibility and restocking fees will be at the sole discretion of Seller.

OEM SEALED PRODUCTS

Manufacturer or OEM sealed boxed items are not returnable when opened.

NON-RETURNABLE CATEGORIES

Licenses, digital Goods, services, or non-physical Goods such as service contracts or agreements are not returnable.

Software is provided subject to the license agreement that is part of the package. Buyer agrees that it will be bound by the license agreement once the package is opened or its seal is broken.

Physically damaged Goods are not returnable. Please notify the shipper immediately if you receive damaged merchandise.

Special orders, configured equipment, allocated inventory, end-of-life inventory, and any other categories designated by Seller are non-returnable.

RETURN REQUEST TIMELINES

If Buyer wishes to return Goods, Buyer shall request in writing and receive from Seller a Return Merchandise Authorization Number ("RMA") within thirty (30) calendar days from the date of the shipping date. In such written request, Buyer shall provide the specific reason for the return of each Goods by serial number requested to be returned. Seller may determine in its sole discretion whether to accept requests for a Goods return made more than thirty (30) calendar days from the shipping date.

RMA VALIDITY PERIOD

An RMA number is valid for a period of fourteen (14) calendar days from the date that the RMA has been approved and issued by Seller.

RETURN SHIPPING WINDOW

All returns shall be received by Seller from Buyer within fifteen (15) calendar days from the date that the RMA is issued by Seller. Returned Goods received more than fifteen (15) calendar days from the date that the RMA was issued by Seller may not be accepted by Seller.

LATE RETURNS

May be refused or accepted without credit, at Seller's sole discretion.

UNAUTHORIZED RETURNS

Goods returned to Seller without an authorized RMA number may be accepted by Seller but no credit is required to be given to Buyer. Until such time that the Goods are received and accepted by Seller pursuant to an authorized RMA, Buyer shall owe and pay to Seller the full amount due for the Goods plus any and all accrued interest from the date of the Invoice.

RETURN SHIPPING REQUIREMENTS

Buyer is solely responsible for shipping and payment of any shipping costs, including insurance, for all Goods returned to Seller. Buyer shall use carriers that provide proof of delivery and insurance for the entire value of the shipment. Buyer is responsible for all risk of loss for the return during shipment. Customer pays for the shipping cost of any Goods returned. All replacements are shipped ground unless paid by the customer for a faster method. Premium shipping charges are non-refundable.

The RMA shall be prominently displayed on the shipping label on boxes containing any returned Goods, and all returned items shall be one hundred percent (100%) complete, in resalable condition (manufacturer’s seals intact), and shall include the original packaging material, manuals, blank warranty cards, and other accessories provided by the manufacturer. If Goods do not meet all of the terms in the previous sentence, Seller may in its sole and absolute discretion reject any portion of or all the returned Goods or choose to impose additional charges against Buyer.

TRANSIT DAMAGE / SHIPPING DAMAGE

If you receive a package/box that shows obvious signs of damage, please refuse the shipment/package. The shipping carrier (e.g., FedEx, UPS, DHL, or USPS) is responsible for these damages, not you. Upon opening the package, if you discover that the item was damaged during shipment, please contact the carrier immediately for an inspection. Then please contact your Seller representative.

SECTION 8 - CREDIT APPLICATION, INDIVIDUAL GUARANTEE, AND SECURITY INTEREST; UCC RIGHTS

If payment for Goods ordered by Buyer from Seller is not paid in full before shipping, Seller must receive from Buyer a completed and signed Credit Application and approve such application before any Goods will be shipped. If Seller is unable to obtain sufficient credit insurance on Buyer, Seller may require Buyer to sign a personal or individual guarantee. The Credit Application includes an Individual Guarantee to be signed by an officer of Buyer for the total amount of credit extended to Buyer. The signed Credit Application, signed Individual Guarantee, the Buyer’s purchase order, the Seller’s Order Confirmation or Invoice, any manufacturer disclosure/disclaimer, and these Terms of Sale are the exclusive terms and conditions governing the sale and purchase transaction between Buyer and Seller.

Buyer further agrees that upon Seller’s request, Seller shall retain a purchase money security interest in all Goods sold by Seller to Buyer, and to all of Seller’s Goods now or hereafter acquired by Buyer and to any proceeds thereof, until the purchase price and all other amounts due under this Agreement have been paid in full. Buyer agrees to execute any financing statements, UCC-1 filings, or other documents as Seller may request in order to perfect, protect, or enforce Seller’s security interest. Buyer authorizes Seller to file such financing statements without Buyer's signature where permitted by law.

If payment for Goods ordered by Buyer from Seller is paid in full before shipping, Seller must receive from Buyer a signed Credit Application with only Section A and Section B completed before any Goods will be shipped by Seller.

In the event of default by Buyer, Seller may exercise all rights and remedies available under the Uniform Commercial Code, including but not limited to repossession of the Goods, acceleration of all amounts due, and any other remedies at law or in equity.

SECTION 9 - FRAUD / CHARGEBACK LIABILITY; PERSONAL LIABILITY ESCALATION

Any chargebacks, fraudulent returns, false claims, intentional payment avoidance, or other fraudulent or deceptive practices by Buyer constitute a material breach of this Agreement. In such event, Buyer shall be liable for: (i) the full value of the Goods; (ii) all investigation costs; (iii) all legal costs, including attorneys' fees; (iv) all administrative costs; and (v) liquidated damages up to the maximum amount allowed by law.

If fraud or intentional payment avoidance occurs, Seller may pursue responsible individuals personally, including officers, directors, owners, or guarantors, to the fullest extent permitted by law, including piercing the corporate veil where applicable.

SECTION 10 - LIMITED WARRANTY

As described in Section 7 herein, Seller offers a thirty (30) day advanced replacement limited warranty from the date of shipping on Goods purchased from Seller. Should Goods fail to operate under the manufacturer’s specified operating environment within thirty (30) days from the date of shipment, Seller will provide a replacement in exchange for the defective Goods, subject to the terms and conditions of Section 7.

EXCEPT AS SPECIFICALLY STATED HEREIN, SELLER SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY GOODS PURCHASED BY BUYER FROM SELLER, INCLUDING AND WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

SELLER AND ITS SUPPLIERS DISCLAIM AND EXCLUDE ANY AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. THE GOODS PROVIDED WILL BE FURNISHED “AS-IS” AND WITH ALL FAULTS, AND SELLER DOES NOT WARRANT THAT ANY GOODS WILL SATISFY BUYER’S REQUIREMENTS OR BE WITHOUT DEFECT.

SECTION 11 - LIMITATION OF LIABILITY; GENERAL LIMITATIONS

TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER’S AGGREGATE LIABILITY FOR DAMAGES RELATED TO THE GOODS OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO SELLER BY BUYER FOR THE SPECIFIC GOODS AT ISSUE OR THE PURCHASE PRICE OF THE GOODS SOLD, WHICHEVER IS LOWER.

IN NO EVENT WILL SELLER OR ITS AGENTS, REPRESENTATIVES, AFFILIATES, OR SUPPLIERS BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, COLLATERAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR INFORMATION, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST CONTRACTS, LOSS OF GOODWILL, BUSINESS INTERRUPTIONS, COST OF REMOVAL, REWORK OR REINSTALLATION, ANCILLARY COSTS TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, RETESTING, OUTSIDE COMPUTER TIME, LABOR COSTS, OR ANY OTHER DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SELLER HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE GOODS OR OTHERWISE RELATED TO THIS AGREEMENT.

In no event will Seller be liable for any special, collateral, indirect, punitive, incidental, consequential, or exemplary damages in connection with or arising out of this Agreement or the use of the Goods, regardless of whether Seller has been advised of the possibility of such damages. The existence of more than one claim will not enlarge or extend this limit. Buyer understands and agrees that the foregoing liability limitations are essential elements of this Agreement and that in the absence of such limitations, the material and economic terms of this Agreement would be substantially different.

SECTION 12 - INDEMNIFICATION

Buyer agrees to defend, indemnify, and hold harmless Seller, its subsidiaries, affiliates, officers, directors, managers, agents, employees, representatives, successors, and assigns from and against any and all claims, demands, actions, suits, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees, appellate fees, expert fees, and court costs) arising from or related to: (i) any third-party claim against Seller due to or arising out of or relating to any facts pertaining to the Goods or the transactions contemplated by this Agreement; (ii) Buyer's use, misuse, resale, or distribution of the Goods; (iii) any violation of law by Buyer; (iv) any breach of this Agreement by Buyer; or (v) any negligence, willful misconduct, or fraud by Buyer or its agents.

This indemnification obligation shall survive termination or expiration of this Agreement.

SECTION 13 - TITLE; RISK OF LOSS

Title to the Goods and risk of loss passes to Buyer upon delivery to the carrier, as set forth in Section 5 herein.

SECTION 14 - GOVERNING LAW AND JURISDICTION; VENUE; DISPUTE RESOLUTION; WAIVERS

This Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of law principles, supplemented where applicable and to the maximum extent permitted by the laws of the State of Colorado. Specifically, the validity, interpretation, and performance of this Agreement shall not be governed by the United Nations Convention on the International Sale of Goods, which is expressly disclaimed and excluded.

Any dispute arising out of or relating to this Agreement or any Goods purchased or sold pursuant hereto shall be brought only in the Court of Common Pleas of Cuyahoga County, Ohio. Each Party submits to the personal and exclusive jurisdiction of such court and irrevocably waives any objection to venue in such court, including any claim of inconvenient forum.

Buyer understands and agrees, and Buyer, on behalf of itself and its successors, assigns, or any other person claiming by or through Buyer, expressly and irrevocably waives any right to assert or otherwise bring any legal action, based upon any legal theory including contract, tort, equity, or otherwise, against Seller more than one (1) year after the date of the shipping of the Goods.

In the event of any dispute arising out of or relating to this Agreement, the parties shall first seek to settle the dispute via direct discussions. If a dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute via voluntary non-binding mediation, before resorting to arbitration. A mediator will be selected by voluntary agreement of both parties, or in the event both parties cannot agree on a mediator, a mediator will be selected in accordance with the rules of the American Arbitration Association. The mediation shall be held in Cleveland, Ohio. Each party shall bear its own costs and expenses and an equal share of the administrative and other fees associated with the mediation.

Any dispute that remains unresolved following mediation shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Cleveland, Ohio. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrator(s), all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. In rendering the award, the arbitrator(s) shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Ohio.

Buyer hereby irrevocably waives: (i) any right to a jury trial in any action arising out of or related to this Agreement; (ii) any right to participate in any class action or consolidated action; and (iii) any right to assert claims filed more than one (1) year after shipment of the Goods.

SECTION 15 - FORCE MAJEURE; CONTINGENCIES

Seller will not be in breach of this Agreement and will not be liable for any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond Seller’s reasonable control, whether foreseeable or unforeseeable, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, any government act, law or regulation (including any judicial order or decree), any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, terrorist act, Act of God, or any other similar event. In the event of a shortage of components, Seller may, at its sole discretion, allocate product production and deliveries.

SECTION 16 - SEVERABILITY

If any provision contained in this Agreement is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions of this Agreement, and the invalid, illegal, or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable law, as set forth in the Legal Intent and Maximum Enforcement Clause herein.

SECTION 17 - WAIVER

The failure of either party to require performance by the other party of any provision of this Agreement shall not affect in any way the first party’s right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision in this Agreement shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in a physical writing signed by the waiving party.

SECTION 18 - ADDITIONAL TERMS; ENTIRE AGREEMENT

These Terms of Sale, the Buyer’s purchase order, Seller’s Order Confirmation or Invoice, manufacturer disclosure/disclaimer, the Credit Application, and the individual guarantee are the exclusive terms and conditions governing the sale and purchase transaction between Buyer and Seller and shall not be modified in any way except by a physical writing signed by an authorized executive officer of Seller and Buyer. These Terms of Sale supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between Seller and Buyer relating to the subject matter hereof. This Agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage or conditions of purchase proposed by Buyer.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may only be amended in a physical writing signed by both parties.

SECTION 19 - SMS COMMUNICATIONS, MOBILE CONSENT, AND TCPA DISCLOSURES

Tech Trade Global LLC sends conversational SMS messages only.

By providing your phone number to Tech Trade Global, LLC ("TTG", "Seller", "we", "us"), you consent to receive conversational SMS messages related to your direct communications, orders, account activity, and customer service interactions with Seller.

Message Types
Message types include conversational messages only.

Message Frequency
Message frequency may vary depending on Buyer activity, order volume, shipping activity, support interactions, and account status. Typical frequency is approximately one (1) to two (2) messages per month.

Message and Data Rates
Message and data rates may apply. Charges depend on Buyer’s mobile carrier plan and service agreement.

Opt-Out Instructions
Buyer may opt out of SMS communications at any time by replying STOP. After submitting a STOP request, Buyer will receive one final confirmation message and will no longer receive SMS messages unless Buyer re-subscribes or provides new opt-in consent.

Help Instructions
For assistance, Buyer may reply HELP or contact Seller at:
operations@techtradeglobal.com

Consent Not Required for Purchase
Consent to receive SMS messages is not required as a condition of purchasing Goods or services from Seller.

Consent Authorization and Representation
Buyer represents and warrants that Buyer is the authorized user of the phone number provided or has authority from the phone number owner to provide consent. Buyer agrees to indemnify and hold Seller harmless from claims arising from providing a phone number without proper authorization.

Electronic Consent and Record Retention
Buyer agrees that SMS consent may be obtained electronically, including through website forms, order submissions, credit applications, account registrations, or other electronic interactions, and such consent satisfies any applicable requirement for written consent under applicable law, including the Telephone Consumer Protection Act (TCPA). Seller may maintain records of consent, message logs, and opt-out requests for compliance and enforcement purposes.

Privacy and Data Use
Seller collects, uses, stores, and protects personal information, including phone numbers, in accordance with Seller’s Privacy Policy located at:
https://techtradeglobal.com/policies/privacy-policy

Seller does not sell or share Buyer phone numbers with third parties for independent marketing purposes without express consent, except where required by law or necessary to deliver SMS services.

Survival
This Section survives termination or expiration of this Agreement.

END OF MASTER MAXIMUM ENFORCEMENT TERMS AND CONDITIONS OF SALE

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