Dupli-K Terms and Conditions of Sale PLEASE READ THIS DOCUMENT VERY CAREFULLY. THESE TERMS AND CONDITIONS OF SALE APPLY TO ANY AND ALL PURCHASES OF PRODUCTS OR SERVICES BY YOU ("CUSTOMER") FROM DUPLI-K. BY PLACING AN ORDER ON DUPLI-K’S WEBSITE (THE "SITE") OR, IF CUSTOMER PLACED AN ORDER BY OTHER MEANS, BY ACCEPTING DELIVERY OF THE PRODUCTS AND SERVICES DESCRIBED IN DUPLI-K'S INVOICE OR OTHER DUPLI_K’S DOCUMENTATION, CUSTOMER ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS CONTAINED HEREIN, UNLESS CUSTOMER AND DUPLI-K HAVE SIGNED A SEPARATE WRITTEN AGREEMENT OF PURCHASE AND SALE, IN WHICH CASE SUCH AGREEMENT WILL GOVERN. Documents These terms and conditions of sale, together with your order information, constitute the entire agreement between Customer and Dupli-K with respect to the purchase of products or services by Customer from Dupli-K on the Site and constitute a binding contract between Customer and Dupli-K. Any additional or different terms in any forms delivered by Customer are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given and any such attempt to alter, modify or replace these terms and conditions will be null and void and of no effect, unless explicitly agreed to by Dupli-K in writing. Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Dupli-K at the address provided below. Governing Law THESE TERMS AND CONDITIONS OF SALE AND ANY TRANSACTION CONTEMPLATED HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALOFORNIA, AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ANY CONFLICT OF LAWS RULES OR PRINCIPLES WHICH MIGHT REFER SUCH CONSTRUCTION TO THE LAWS OF ANOTHER JURISDICTION Title; Risk of Loss If Customer provides Dupli-K with Customer's carrier account number or selects a carrier other than a carrier that regularly ships for Dupli-K, title to products and risk of loss or damage shall pass from Dupli-K to Customer upon shipment from Dupli-K's facility. For all other shipments, title to products and risk of loss or damage shall pass from Dupli-K to Customer upon receipt by Customer. Notwithstanding the foregoing, title to any and all software products will remain with the applicable licensor(s) and Customer's rights therein are contained in the license agreement between such licensor (s) and Customer. Dupli-K retains a security interest in the products until payment in full is received. Customer will be responsible for all shipping and related charges. Warranties Warranties on products not manufactured by Dupli-K Customer understands that Dupli-K is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not Dupli-K and not any affiliate of Dupli-K. In purchasing the products, Customer is relying on the manufacturer's specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the products that may be provided by Dupli-K or any of its affiliates. In connection with services, neither affiliates of Dupli-K nor third party service providers are agents of Dupli-K and Dupli-K has no obligation or liability arising from any services performed by or any warranty, if any, made by, such service providers. Dupli-K AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, OR CONDITIONS RELATED TO PRODUCTS SOLD OR SERVICES PROVIDED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR THAT THE PRODUCTS OR SERVICES WILL MEET CUSTOMER'S NEEDS OR WILL BE ERROR FREE. THIS DISCLAIMER DOES NOT AFFECT THE TERMS OF THE MANUFACTURER'S WARRANTY, IF ANY. Pricing Information; Availability Disclaimer All pricing is subject to change. Dupli-K reserves the right to make adjustments to pricing, products and service offerings for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, Dupli-K cannot guarantee that it will be able to fulfill Customer's orders. Dupli-K will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labour problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency. Any shipping dates provided by Dupli-K are estimates only. Limitation of Liability NEITHER DUPLI-K NOR ITS AFFILIATES WILL BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NEITHER DUPLI-K NOR ITS AFFILIATES WILL BE LIABLE FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE OR THE PROVISION OF SERVICES BY THIRD PARTIES. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES PROVIDED BY DUPLI-K OR ITS AFFILIATES, NEITHER DUPLI-K NOR ITS AFFILIATES WILL BE LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES IN EXCESS OF THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM; OR (B) $50,000. Third Party Services Customer acknowledges and agrees that, in some instances, Dupli-K is a reseller of services and is not the provider of those services. In those cases, the third party service provider is the only party responsible for providing services to Customer. In those cases, Customer will look solely to the third party service provider for any loss, claims or damages arising from or relating to the purchase or provision of such services. Customer hereby releases Dupli-K and its affiliates from any and all claims arising from or relating to the purchase or provision of any such services by third party service providers. Orders; Payment Terms; Interest; Taxes Orders are not binding upon Dupli-K until accepted by Dupli-K. Terms of payment are within Dupli-K’s sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice. Dupli-K may invoice Customer separately for partial shipments. Customer agrees to pay interest on all past-due sums at the lower of: two percent (2%) per month (24% per year); or at the highest rate allowed by law. Customer is responsible for, and will indemnify and hold Dupli-K harmless from, any applicable sales, use, value-add, goods and services, harmonized sales or other taxes or any fees, assessments, levies or other amounts, including without limitation any environmental fees or waste disposal assessments or levies, whether provincial, federal or other applicable governmental level, associated with the order. Customer must claim any exemption from tax and, if applicable, from any fees, assessments or levies, at the time of purchase and provide the necessary supporting documentation. Any sales, use, value-add, goods and services, harmonized sales or other applicable tax and any fees, assessments or levies are based on the location to which the order is shipped. In that regard, Dupli-K may require Customer to provide a declaration declaring and certifying the location of the supply of the product. In the event of a payment default, Customer will be responsible for all of Dupli-K's costs of collection, including court costs, filing fees and legal fees. Return Privileges • Please contact Dupli-K Customer Service at support@dupli-k.com, for returns. • In order to expedite a return, please have the following information on hand when requesting a return: Customer number, invoice number, serial number, reason for return, and whether the box has been opened or is manufacturer sealed. • Please return all products 100% complete including all original manufacturer boxes with the UPC code and packing materials, all manuals, blank warranty cards, accessories and any other documentation included with the original shipment. • Customer is responsible for shipping charges for all products being shipped for return. • Customer is responsible for all risk of loss and damage to products being shipped for return. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery and tracking capabilities. This is for your protection as well as to ensure quick action on your return. • Return privileges vary by manufacturer and include but not limited to: 1) no returns accepted with no exceptions, 2) returns for repair or exchange, 3) returns with restocking fee applied if product still sealed/not opened, 4) returns with re-stocking fee applied if product opened, and 5) returns with no restocking fee applied. Shipping and Insurance fees are buyers responsibility and are not refundable. Please contact Dupli-K Customer Service at support@dupli-k.com or 1-888-616-8702 for details. • Return shipping address will be provided by customer service representative. Failure to return a product within the applicable return period will be deemed to be an acceptance of the product. Damaged Products If Customer receives damaged products; please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original box and packaging and notify Dupli-K immediately to arrange for a carrier inspection and a pick up of damaged products. Please notify Dupli-K Customer Service at support@dupli-k.com or 1-888-616-8702 of damaged products WITHIN 48 HOURS of receipt. Timely receipt of this information is necessary to successfully file a damage claim with the carrier. Use of Personal Information Customer hereby represents that it has read and understands Dupli-K’s privacy policy and, where Customer is an individual, hereby agrees to the terms contained therein, including the permitted uses by Dupli-K as described therein of any personal information provided by Customer. Dupli-K’s privacy policy is accessible at www.dupli-k.com