TERMS & CONDITIONS

(Last revised 10/10/2022)

TERM OF PURCHASE

These Terms of Purchase (“General Terms”) apply to all Product and Services (as defined below) placed through (i) the websites (“Sites”) operated by Pro2 Solutions (“Pro2 Solutions”); or (ii) using Pro2 Solutions invoices or quotes that reference these General Terms, unless the customer (“you” or “Customer”) has entered into a separate written agreement with Pro2 Solutions for Products and Services (“Agreement”), in which case such Agreement shall govern. Each Customer purchasing Products and Services pursuant to these General Terms is required to accept the following General Terms.

PLEASE READ THESE GENERAL TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREED TO BE BOUND BY THESE GENERAL TERMS. IF YOU ENTER INTO THESE GENERAL TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE GENERAL TERMS. PRO2 SOLUTIONS RESERVES THE RIGHT TO CHANGE THESE GENERAL TERMS FROM TIME TO TIME AT ITS SOLE DISCRETION. IF PRO2 SOLUTIONS MAKES CHANGES TO THESE GENERAL TERMS, THE UPDATED GENERAL TERMS SHALL APPLY TO ALL PURCHASES AFTER THE EFFECTIVE DATE OF THE UPDATE.

SALES POLICY

While Pro2 Solutions may acknowledge receipt of an “Order” by a replied email or verbal communication, Pro2 Solutions reserves the right to modify quantity based on availability. While Pro2 Solutions is to supply products identified in the “Order,” Pro2 Solutions may allocate its available supply amount to any or all of its various customers upon such bases as Pro2 Solutions shall deem fair and practicable, with no liability on its part for failure to deliver the quantity or any portion therein specified on the “Order.” Pro2 Solutions reserves the right to refuse acceptance of an “Order” from anyone. Pro2 Solutions reserves the right at any time, even after receipt of an order confirmation, to decline or cancel an “Order” or to limit order quantities for any reason, including errors or suspected fraud.

No right or license is granted under the contract of sales to the Customer by Pro2 Solutions under any patent, trademark, copyright, registered design, or other intellectual property rights except the right to use or resell the goods.

PRICE

Prices are subject to change by Pro2 Solutions without notice. Any cost incurred by Pro2 Solutions in connection with or arising out of the manufacturing, sales, or distribution of product(s), including but not limited to an increase in labor, freight, and material cost prior to shipment, may be invoiced to the Customer. Pricing errors may occur on items sold by Pro2 Solutions. Pro2 Solutions attempts to correct all pricing errors promptly after discovery. Pro2 Solutions reserves the right to cancel any orders containing pricing errors, even after receipt of an order confirmation or shipping notice from Pro2 Solutions. Any payments made to Pro2 Solutions for orders that have pricing errors, Pro2 Solutions may choose to process payment for, cancel, refund, or ship parts of an order separately.

The price(s) quoted on the proforma invoice is net off bank charge(s). The price(s) quoted on the proforma invoice is valid for 7 days from the date of the proforma invoice.

SHIPMENT & DELIVERY

“Order” is not binding upon Pro2 Solutions until accepted by Pro2 Solutions. Pro2 Solutions reserves the right to refuse acceptance of an “Order” from anyone. Pro2 Solutions will indicate its acceptance of an “order” by issuing an invoice or by shipping the ordered product to the Customer. All shipments are made as FOB of Pro2 Solutions’ shipping points unless otherwise specified. In the absence of specific instructions by the Customer, Pro2 Solutions selects the carrier. Quoted delivery date or ship period is based on estimate and non-binding. An “Order” requiring a deposit will be notified to the Customer on payment terms to secure shipment. In cases of force delays (e.g. acts of war, accidents, transport disruptions, strikes, lockouts, etc.) and in cases of labor, energy, or raw material shortage or governmental regulations, Pro2 Solutions shall, without liability for damages, be released from the obligation to meet delivery dates. In the event of such delay or threatened delay, Pro2 Solutions shall immediately give notice to the Customer, and the Customer may, at its option, either excuse such delivery/performance of services or cancel such purchase “order” in whole or in part. The Customer shall pay the prices specified in the purchase order for any goods completed prior to the effective date of such cancellation and delivered to the Customer in conformance with these Terms and Conditions.

The Customer shall inspect the goods on delivery and shall, within fourteen (14) days of the delivery, notify Pro2 Solutions of any alleged defect, shortage in quantity, damage, or discrepancy in specifications. The Customer shall afford Pro2 Solutions an opportunity to inspect the goods within a reasonable time following delivery and before any use is made of them. If the Customer fails to comply with these provisions, the goods shall be deemed to be in accordance with the contract and free from any defect or damage that would be apparent on a reasonable examination of the goods, and the Customer shall be deemed to have accepted the goods.

PAYMENT

The Customer shall be bound by all terms and conditions from Pro2 Solutions. Pro2 Solutions shall issue a separate invoice for each separate shipment. Each invoice shall include a Purchase Order Number, Pro2 Solutions’ item numbers, quantities shipped, and invoiced price. The invoice shall be paid according to the terms set forth by Pro2 Solutions. All payments shall be made in full in accordance with the payment terms on the invoice, via ACH direct, or other payment forms acceptable to Pro2 Solutions. Pro2 Solutions shall have the right to declare all invoices immediately due and payable. Delinquency in payments due on the invoice shall allow Pro2 Solutions to exercise rights to hold unshipped orders from the Customer until delinquent payments are collected. Deposits that are used to secure the shipment of an order are non-refundable per the payment terms arranged with Pro2 Solutions; the deposit holds the Customer committed to the “order,” and cancellation is not available.

If the total outstanding amount (including pending orders) exceeds the credit limit defined by Pro2 Solutions ("the Credit Limit"), Pro2 Solutions shall have the right to refuse or delay the delivery until the total outstanding amount (including the pending orders and any interests) is below the Credit Limit. The Credit Limit can be reviewed at any moment at Pro2 Solutions’ sole discretion.

In the absence of payment by the due date, (i) Pro2 Solutions shall have the right to refuse or delay the delivery until Pro2 Solutions has received in cleared funds full payment of the unpaid invoices, and (ii) all unsettled invoices become immediately payable, and (iii) Pro2 Solutions shall automatically charge interest of 10% per annum from the invoice date on all outstanding amounts and without further notification, and shall accrue on a daily basis, and (iv) any future invoice shall be paid on a prepayment basis until further notice from Pro2 Solutions. The Customer shall pay the interest together with any unsettled invoices. (c) If there are reasonable reasons to believe that the Customer will not fulfill its obligations to make due payment, Pro2 Solutions is entitled to demand cash payment on account or demand that the Customer presents a satisfactory bank guarantee for payment of the Products. In the event that such action is not taken

 by the Customer immediately following notification thereof from Pro2 Solutions, Pro2 Solutions is entitled to terminate, by notice in writing to the Customer, all undelivered items of the Products, without any obligation for Pro2 Solutions to provide compensation to the Customer.

RETENTION OF TITLE

Products sold shall remain the property of Pro2 Solutions until all debts have been paid. The Customer shall keep the goods delivered subject to retention of title securely in safe custody on behalf of Pro2 Solutions free of charge. The risk of loss passes to the Customer upon delivery thereof by Pro2 Solutions to the carrier or delivery service.

LIABILITY

Pro2 Solutions is not responsible for damage resulting from inappropriate use, inappropriate storage, fair wear and tear, defective or careless handling, or the use of inappropriate operating means. Pro2 Solutions’ obligations shall also not apply to nor include any Products which were subject to an accident, alteration, abuse, or misuse. Nothing in the Conditions should be construed as a warranty of merchantability or that the Products are fit for a particular purpose. Pro2 Solutions assumes no responsibility for the suitability or adequacy of the end user’s selection of Products for a specific application. Pro2 Solutions’ liability to the Customer for any claim relating to Products shall be limited to repair, replacement, reprocess, or refund of the purchase price, at Pro2 Solutions’ option, and this shall be the Customer’s sole remedy. Under no circumstances shall Pro2 Solutions be liable for indirect, consequential, incidental, or special damages (including, without limitation, loss of business profits, loss of goodwill, the cost of capital, costs incurred in connection with substitute sources of supply, missed opportunities, envisaged cost savings).

The Customer shall indemnify and hold Pro2 Solutions harmless against any claim which may be brought against Pro2 Solutions by any third parties which may arise, directly or indirectly, out of the loss or damage, for which Pro2 Solutions is not responsible in accordance with the following: Save for claims due to gross negligence directly attributable to Pro2 Solutions in relation to technical specifications of goods sold, the customer shall hold Pro2 Solutions harmless against any and all loss, liability, expenses, cost (including legal fees), judgements and damages arising directly or indirectly, from any claims, action or suit related to any sale by the customer of the product(s), actual or threaten, whether groundless or otherwise of whatever nature, including but not limited to infringement, claim of breach of express or implied warranty.

RETURNS POLICY

The Customer agrees that any product that wants to return will be per the approval of Pro2 Solutions and returned products will be handled in accordance with, and shall be subject to, Pro2 Solutions’ Return Policy.

The Customer must contact Pro2 Solutions for approval prior to the arrangement of return. All returns are subject to a 35% restocking fee, plus shipping and handling costs. No returns or cancellations are allowed on custom private label or special orders. No return on partial orders. All returns must be approved by Pro2 Solutions before a refund is issued. The amount of refunds, credits, or exchange, at the discretion of Pro2 Solutions, will be issued after the product has been returned to Pro2 Solutions by the Customer.

RECALLS

Pro2 Solutions will initiate a recall of a Product if Pro2 Solutions reasonably determines a recall to be advisable or if required by any applicable law, governmental rule, or regulation. The Customer will immediately notify Pro2 Solutions in writing of any recall of a Product. The Customer will cooperate fully with Pro2 Solutions in effecting the recall.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement and all communications, disputes, and performance related hereto shall be governed by and construed according to the internal laws of Contra Costa County, California. The Customer and Pro2 Solutions shall meet in good faith to attempt to resolve informally any disputes arising out of this Agreement. The Customer agrees that all information on purchase order(s), this Agreement, and your purchase terms, including, but not limited to, the price, are confidential and may not be disclosed to third parties.

The Customer agrees that any controversy, dispute, claim, or grievance between us, any of Pro2 Solutions’ affiliates, or our or their shareholders, officers, directors, employees, associates, or agents, and you or, if applicable, your shareholders, officers, directors, employees, associates, or agents, arising out of, or relating to, this Agreement, or any service provided by Pro2 Solutions, including transactions of any kind made on your behalf through Pro2 Solutions, shall be resolved by arbitration through the American Arbitration Association in San Francisco, California, in accordance with the American Arbitration Association’s arbitration procedure.

In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, the other provisions in this Terms of Purchase shall continue in full force and effect without said provision.

Questions about the Terms & Conditions should be sent to us at info@pro2s.com.