Wholesale Terms and Conditions

These Wholesale Terms and Conditions (“Agreement”) for the sale of Information Technology Products apply to any purchaser of wholesale electronic equipment ("Buyer" or collectively "Buyers"), and Sage Sustainable Electronics LLC, an Ohio Limited Liability Company with its principal place of business located at 2801 Charter Street, Columbus, OH 43228 ("Sage"), effective as of March 1, 2020. Buyer's placement of an order with Sage constitutes acceptance of this Agreement.

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1. RECITALS

Sage is in the business of selling refurbished information technology products through wholesale and retail channels; Buyer wishes to procure these products from Sage from time to time as described below on the terms and conditions set forth herein.

2. TERM

This Agreement shall be effective upon signing and remain in effect until terminated by either party with 30 days written notice.

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3. SALES TERMS AND CONDITIONS

3.1. TRANSACTION TIMELINE

3.2. OFFERS: All Buyer offers must be in writing, stating the product (make, model, description), quantity, condition, price, desired pickup date and carrier, delivery location, and other information as may be requested by Sage to process the order. Sage’s acceptance of Buyer’s offer shall constitute (i) a binding agreement to purchase the applicable products ,and (ii) Buyer’s direction for Sage to immediately “pick” (ie retrieve from inventory and prepare for shipment) the applicable products. Offers may not be modified or cancelled following acceptance without Sage’s written consent. Sage will notify Buyer of the reason(s) for any rejection, and allow Buyer to modify the offer and resubmit. Prices for products shall be derived from Sage published prices or negotiated prices with Buyers and clearly stated on the offer.

3.3. PICKING VARIANCES: If there is a variance in the items available to fill the order by more than 5%, Buyer may (i) cancel the order without penalty or (ii) accept an amended order of the quantity of available products.

3.4. PAYMENT: Payment is due upon Sage’s confirmation of the Order. Payment shall be made via ACH or wire, unless another form of payment is approved prior to payment by Sage’s accounting department. All ACH payments must produce a confirmation that confirms the funds are recognized in the specified Sage account, and that shows Buyer’s company name. Otherwise, the ACH payment will not be accepted. All payments shall be made in U.S. dollars. If payment is not received within 2 business days of Sage’s confirmation of the Order, Sage may cancel the order and charge a restocking fee.

Only transmission of funds to the bank account provided to Buyer by Sage's accounting department will be recognized as payment of purchases. Any transfer of funds to another bank account will not be honored, and Sage shall not be liable for any orders or any liability related to orders for which payment is not made to the account referenced.

Sage also accepts payment by credit card and wire transfer. Credit card payments shall be subject to a fee of 2.5% per Order. Wire transfers must be net of all fees for the full amount of the order. In the case of any wire transfer resulting in payment to Sage that is short of the full amount of the order (e.g. from which transfer fees are deducted prior to reaching Sage’s account), Buyer may be subject to a fee equivalent to the shortfall.

3.5. SALES TAX: No taxes are included in the product purchase price. Buyer shall pay any applicable taxes and fees which may be levied upon the products or performance this Agreement, except for any tax assessed upon Sage's net income. Sage may calculate and add the amount of applicable taxes to the total amount due, or in lieu thereof, the Buyer shall provide a tax exemption certificate acceptable to taxing authorities. Buyer agrees that Sage’s failure to collect any tax shall not relieve Buyer’s obligation to pay such tax.

3.6. OVERDUE PAYMENTS: If Buyer has any overdue payments, Buyer shall not be allowed to place new orders until such payments are made. Delinquent accounts will be charged interest at a rate of 1.5% per month, 18%annually.

3.7. PICKUP AND STORAGE: Orders shall be removed from Sage premises by Buyer or Buyer’s shipper no more than 2 business days after Sage notifies buyer in writing that the orders are available to ship. Orders exceeding this time frame shall be subject to storage fees of $20.00 per pallet(or portion thereof) per day. Except by prior written agreement, orders not shipped within five business days following notification may be cancelled by Sage and charged a restocking fee.

Delivery must be arranged and scheduled by Buyer. Once the order is accepted, Sage will notify Buyer when the order is ready to be picked up. Transfer of ownership occurs when Buyer’s carrier takes custody of the order at Sage’s dock. Any type of damage or claims after this point will fall exclusively upon Buyer. Freight charges are the responsibility of the Buyer.
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3.8. RESTOCKING FEE: Any order that is cancelled after the offer has been accepted, or any products which otherwise require restocking pursuant to this Agreement, will be subject to a restocking fee of $6 per item on the order or 15%, whichever is greater.

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4. PRODUCT CONDITION

Buyer acknowledges that all products are second-hand and/or used condition. Condition categories are described here in Exhibit B.

5. WARRANTY

Warranty information is described here in Exhibit A. The Limited Warranty is non-transferable. Claims for defective product must be made by the Buyer following the procedures outlined in Exhibit A. No other warranties are expressed or implied.

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6. EXPORT COMPLIANCE DISCLAIMER FOR INTERNATIONAL SHIPMENTS

Buyer acknowledges that Buyer is responsible for complying with all trade regulations and laws both foreign and domestic and agrees that Buyer will not use or otherwise export or re-export, directly or indirectly, Sage Products or technology or underlying information or technology(collectively “Technology”) except as authorized by United States law and the laws of the jurisdiction in which Technology is obtained. In particular, but without limitation, Technology may not be exported or re-exported, directly or indirectly, (i) into (or to a national or resident of) any U.S. embargoed country, including without limitation Afghanistan, Iran, Libya, North Korea, Sudan or Syria or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders or (iii) for any end-use that is prohibited by United States law and the laws of the jurisdiction in which Technology is obtained. By accepting any shipment under this Agreement, Buyer represents and warrants that Buyer is not located in, under control of, or a national or resident of any such country or on any such list and that no U.S. federal agency has suspended, revoked, or denied Buyer’s export privileges. In addition, Buyer affirms that it understands that any Technology of any level could be subject to export controls under United States law and the laws of the jurisdiction in which the Technology is obtained and that Buyer may not be able to export or re-export the Technology without prior clearance from such relevant governmental agencies. Sage shall not be liable, and Buyer shall be wholly liable, for any loss resulting directly or indirectly from Buyer’s failure to comply with this section.

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7. GENERAL

Each party represents to the other that it is subject to no obligations that may adversely affect its performance under this Agreement. Buyer is responsible for payment of all charges that may accrue under the terms of this agreement. Buyer agrees to pay all costs and reasonable attorney’s fees associated with the collection of fees for services. Under no circumstances will the Sage be liable to the Buyer, or to any user, for any damages, expense, lost profits, lost savings, damage to or replacement of equipment and property, costs of recovering, reprogramming, or reproducing any program or data stored in or used with the products, or any other damages arising out of the use or inability to use the products.

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7.1. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Ohio (without regard to conflict in laws) as applied to contracts made and to be performed in Ohio.

7.2. INDEPENDENCE OF PARTIES

In connection with this Agreement, each party is an independent contractor and as such will not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership, or agency relationship between the parties for any purpose.

7.3. WAIVER AND SEVERABILITY

No waiver hereunder shall be deemed effective unless expressly set forth in writing. Any provision hereof deemed invalid, void, illegal, or unenforceable by judicial authority may be severed without affecting any other provision(s).

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7.4. FORCE MAJEURE

Neither party shall be responsible for any failure to comply with, nor for any delay in the performance of, these terms and conditions where such failure or delay is caused by events beyond the reasonable control of the party sought to be charged.

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7.6. ENTIRE AGREEMENT

This Agreement sets forth the entire understanding between the parties hereto and supersedes all prior agreements, arrangements, and communications, whether oral or written, with respect to the subject matter hereof. No other agreements, representations, warranties, or other matters, whether oral or written, shall be deemed to bind the parties hereto with respect to the subject matter hereof. This Agreement may not be modified or amended except by the mutual written agreement of the parties.