Terms & Conditions

DOREL SHOWROOM TERMS AND CONDITIONS OF SALE (B2B)

1. Applicability. These Dorel Showroom Terms and Conditions of Sale (B2B) (the “Terms”) govern the sale of the goods ("Goods") by Dorel Home Furnishings, Inc., headquartered at 410 East First St. South, Wright City, Missouri 6339, or its Affiliate, as hereinbelow defined (respectively, a "Seller") to any customer ("Buyer") through DorelShowroom.com (the “Website”). The Privacy Policy, Cookie Policy, and any additional policies posted on the Website, are incorporated herein by reference and form part of the Terms which govern Buyer’s use of and access to the Website and the sale of the Goods.

2. Definitions. For the purposes of these Terms:

2.1. “Affiliate” shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Dorel Home Furnishings, Inc., or the Buyer, as the case may be.

3. Modification. Seller reserves the right to modify these Terms, at any time and without prior notice. If Seller modifies these Terms, Seller will post the modification on the Website and/or will provide Buyer with notice of the modification by email or other means. By continuing to access or use the Website thereafter, Buyer agrees to be bound by the modified Terms. If the modified Terms are not acceptable to Buyer, Buyer’s only recourse is to cease accessing and using the Website.

4. Account Registration.

4.1. Buyer will be invited to register for and create an account (“Account”) to purchase Goods from the Website at wholesale prices, provided that Buyer meets certain requirements as determined by Seller (“Eligibility Requirements”). Seller reserves the right to modify, in its sole and absolute discretion, and without notice to the Buyer, the Eligibility Requirements.

4.2. During the registration process, Buyer will be required to provide certain information, and will establish a username and a password. Buyer understands that all information provided to Seller is governed by Seller’s Privacy Policy, and Buyer consents to all actions Seller takes with respect to Buyer’s information or information provided by Buyer, consistent with Seller’s Privacy Policy.

4.3. Buyer agrees to provide all information requested by Seller to register for and maintain access to the Account (and/or for any subsequent activity or interaction with Seller). Buyer will ensure that all such information is accurate, current and complete, and Buyer undertakes to update such information to keep it accurate, current and complete. In addition to Seller’s other rights hereunder, Seller reserves the right to temporarily suspend or permanently terminate Buyer’s Account if any information provided during the registration process or thereafter proves to be inaccurate or incomplete.

5. Orders.

5.1. Resale Restrictions. No Goods purchased from Seller may be resold through any location other than by the websites, online stores, physical locations and other sales channels directly owned and operated by Buyer and/or its Affiliates. Goods may only be resold directly to consumers.

5.2. Prohibition on Sale of Goods Using Third Party Websites. Without limiting the generality of the foregoing, Buyer may not, and shall cause its Affiliates not to sell the Goods on any third-party websites or marketplaces. This includes, without limitation, websites and marketplaces owned and/or operated by Amazon, Walmart, Target, and eBay.

5.3. Minimum Order Quantity. Buyer may only purchase Goods in pallet quantities.

5.4. Right to Refuse. Buyer acknowledges and agrees that Seller may refuse to complete the Buyer’s purchase for any reason.

5.5. Inventory. Seller will endeavor to have sufficient inventory to sell Goods to Buyer. However, Buyer acknowledges and agrees that Seller does not guarantee inventory or that there will be enough Goods to sell to Buyer.

5.6. No Obligation to Purchase. These Terms do not obligate the Buyer to purchase products from Seller.

5.7. No Exclusivity. These Terms also do not entitle Buyer to exclusivity over any Goods in terms of geographic or digital territory. Buyer understands that Seller has the right to sell the same Goods to additional Sellers and any other third party.

6. Price of Goods.

6.1. Buyer shall purchase the Goods from Seller at the price(s) indicated on the Website (the "Price" or the “Prices”) at the time Buyer places an order. All Prices are expressed in United States dollars.

6.2. If the Prices should be decreased by Seller after the time of sale, Buyer shall not be entitled to any credit, partial refund or adjustment in relation to the price difference.

6.3. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, tariffs, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer hereunder (collectively, “Sales Taxes”). Buyer shall be charged Sales Taxes at the time of placing an order, unless Buyer has provided Seller with valid and properly completed and executed resale/retail certificates and/or other evidence of exemption from such Sales Taxes as may be reasonably necessary (“Exemption Documentation”). Buyer must provide such Exemption Documentation prior to any purchase, and it is Buyer’s responsibility to ensure that the Exemption Documentation remains up to date. Seller will not refund any Sales Taxes charged to Buyer if Buyer fails to respect its obligations pursuant to this Section 6.3.

6.4. Except for Sales Taxes charged by Seller to Buyer and remitted to the appropriate tax authorities, Buyer acknowledges and agrees that it is solely responsible for the collection and remittance of all taxes, including Sales Taxes, as well as any other payments or filings required under applicable law. Buyer hereby releases Seller with respect thereto, and agrees to indemnify, defend and hold Seller harmless against any and all such taxes and contributions, including any penalties and/or interest assessed thereon.

6.5. Seller uses third-party service providers to calculate Sales Taxes charged to the Buyer. Buyer acknowledges and agrees that Seller may share information about Buyer with those third-party service providers in order to complete the transaction.

6.6. Unless otherwise indicated, Prices are exclusive of freight and shipping costs. Estimated shipping costs will be provided to Buyer upon checkout. Buyer acknowledges that shipping costs provided upon checkout are estimates only, and agrees that Buyer is solely responsible for the actual cost of shipping the Goods. Seller reserves the right to collect any additional shipping costs from Buyer where the actual cost of shipping is greater than the estimated shipping cost provided to Buyer at checkout.

7. Payment.

7.1. Payment Methods. Purchases must be made by credit card. By submitting payment details in conjunction with registering for an Account and/or purchasing Goods, Buyer agrees to pay for the Goods purchased, and any applicable taxes and other fees that may accrue (the “Order Price”), and Buyer authorizes Seller, or Seller’s third-party service provider, to charge the payment method with the information Buyer has supplied to Seller, and/or to credit that payment method to make any adjustments, as necessary. Seller reserves the right to correct any errors in pricing.

7.2. Payment Processors. Seller uses third-party service providers for credit card payment processing. Buyer acknowledges and agrees that Seller may share information about Buyer with those payment processors in order to complete the transaction. Buyer also agrees that payment information may be stored for future use.

7.3. Payment Terms. Buyer must pay the Order Price at the time the order is placed, immediately upon checkout.

8. Shipping, Pickup & Delivery. At checkout, Buyer may elect to have the Goods shipped, or to pick up the Goods at a warehouse designated by Seller, subject to the following terms:

8.1. Pickup. If Buyer elects to pick up the Goods at a warehouse designated by Seller, Seller will notify Buyer when the Goods are ready for pickup. Seller shall not be liable for any expenses incurred by Buyer if an attempt is made to pick up the Goods prior to such notification.

8.2. Shipping & Delivery. Seller will only ship Goods to addresses in the contiguous United States, subject to the following terms:

8.2.1. Seller does not sell or ship mattresses, futons, box springs and other similar items (“Mattress Items”) to California, Rhode Island, Oregon or Connecticut. Additionally, Seller may, in its sole and absolute discretion, refuse to sell Mattress Items to other states. Where Seller agrees to ship mattresses to Buyer, Buyer acknowledges and understands that certain states impose recycling fees on the sale of Mattress Items. Buyer also acknowledges and understands that it may be subject to state registration and other requirements, including the payment of certain fees and taxes, should Buyer choose to sell Mattress Items in certain jurisdictions. Seller does not offer pick-up and disposal services for old or damaged mattresses. Buyer agrees to indemnify and hold Seller harmless against any fees, charges, penalties or other costs levied against Buyer or Seller as a result of Buyer’s purchase of Mattress Items from Seller and/or Buyer’s resale of such Mattress Items. Seller reserves the right to cancel any pending order containing Mattress Items should Seller determine, in its sole and absolute discretion, that fulfilling such pending order could subject Seller to state or other registration requirements, or to the payment of additional fees, taxes or costs.

8.2.2. Seller shall deliver Goods to Seller’s address (the "Delivery Point") using Seller's standard methods for packaging and shipping such Goods. Buyer is responsible for all loading costs and must provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point.

8.2.3. If for any reason Buyer fails to accept delivery of Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date for reasons attributable to Buyer, including but not limited to Buyer’s failure to provide necessary instructions, documents, licenses or authorizations, or if Buyer’s Delivery Point is otherwise unsuitable for delivery: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related resulting costs and expenses (including, without limitation, storage and insurance) incurred or suffered by Seller.

8.2.4. Seller shall not be liable for any claimed non-delivery of Goods (even if caused by Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery within ten (10) days of the date when the Goods would in the ordinary course of events have been received.

8.3. Buyer’s order will be processed and the Goods will be prepared for pick up or delivery within a reasonable time after the receipt of Buyer's order, subject to availability of the Goods. Seller is not liable for any delays, loss or damage in transit.

8.4. Any liability of Seller in relation to the shipment, delivery and/or pickup of the Goods shall be limited to replacing the Goods within a reasonable time or providing a credit or refund of the Price of such Goods to Buyer.

9. Title & Risk of Loss. Title to the Goods passes to Buyer upon payment of all amounts due for such Goods. Seller bears the risk of loss or damage of the Goods until: (i) the Goods are delivered to Seller’s designated carrier for shipment to the Buyer; or (ii) the Goods are picked up by the Buyer at a designated warehouse, as the case may be. Buyer assumes all risk of loss or damage thereafter.

10. Returns & Nonconforming Goods.

10.1. Nonconforming Goods. Buyer shall have the right to return any Goods received where: (i) the product received is different than the product identified in the Buyer’s Order; or (ii) the product’s label or packaging incorrectly identifies its contents; or (iii) the Goods are damaged (the “Nonconforming Goods”), subject to the following provisions:

10.1.1. Within ten (10) days of receipt of its Order, Buyer must provide written notice to Seller of any Nonconforming Goods, and furnish written evidence, photographs or other documentation as reasonably required by Seller to substantiate same. Otherwise, the Buyer will be deemed to have accepted the Goods;

10.1.2. Provided that Buyer has notified Seller of such Nonconforming Goods in accordance with Section

10.1.1., Seller shall, in its sole and absolute discretion: (i) replace such Nonconforming Goods with conforming Goods; or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith.

10.1.3. With respect to Nonconforming Goods only, once Seller issues a Return Goods Authorization (“RGA”) Buyer shall ship, at Seller’s expense and risk of loss, the Nonconforming Goods to Seller's facility located as designated by Seller. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Seller’s expense, the replaced Goods to the Delivery Point. Absent an RGA being issued by Seller, any and all returns to Seller shall be shipped at Buyer’s expense and risk of loss.

10.1.4. Buyer acknowledges and agrees that the remedies set forth in Section 10.1.2. are Buyer's exclusive remedies for the receipt of Nonconforming Goods.

10.2. Other Returns. Buyer shall have the right to return the Goods to Seller for any other reason, subject to the following provisions:

10.2.1. With the exception of Nonconforming Goods, all sales of “Outlet Category” Goods are final, and no replacements, refunds, or credits are permitted. Seller is under no obligation under any circumstance to accept returns of such Goods.

10.2.2. Goods returned under this Section

10.2. shall be returned at Buyer’s cost and risk and are subject to a restocking fee of twenty percent (20%) of the gross sales price of such Goods.

10.2.3. Goods returned must be returned in new, saleable condition, and must be fully re-packaged and sealed in the original packaging format clearly showing the order number obtained from the Seller. Goods may only be returned in pallet quantities. Seller will only issue a credit or refund after it inspects the Goods and confirms same.

11. Warranties.

11.1. Seller warrants to Buyer from the date of shipment of the Goods that such Goods will be free from defects in material and workmanship at time of Seller shipment (“Limited Warranty”). The period for asserting a claim under such Limited Warranty shall be FROM THE LATER OF THE DATE OF SELLER’S SHIPMENT OR THE WARRANTY BEGINNING DATE SET FORTH IN THE SELLER’S PRODUCT-SPECIFIC WARRANTY STATEMENT, IF ANY ("Warranty Period").

11.2. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION

11.1., SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (A) EXPRESS WARRANTY, (B) IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, INCLUDING IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

11.3. Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products (for example, without limitation, batteries) are not covered by the warranty made by Seller in Section 11.1. or otherwise. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (A) EXPRESS WARRANTY, (B) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY: (B) IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, INCLUDING IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

11.4. The Seller shall not be liable for a breach of the warranty set forth in Section 11.1. unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within the time limit specified in the Seller’s product-specific warranty statement, if any; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller's place of business at Seller's cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer's claim that the Goods are defective.

11.5. Seller shall not be liable for a breach of the warranty set forth in Section 11.1.if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.

11.6. Subject to Section 11.4. and Section 11.5. above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Goods to Seller. Buyer must utilize Seller’s RGA process in order to return to Seller any defective Goods under a valid Limited Warranty claim.

11.7. THE REMEDIES SET FORTH IN SECTION 11.6. SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11.1.

12. Intellectual Property.

12.1. Limited License. Seller displays various content related to the Goods, including photographs, product descriptions, and any other related content (the “Content”) on its Website. Buyer is granted a limited, revocable license to use Content related to a Good that Buyer purchases on the Website on Buyer’s own company’s website for the sole purpose of reselling that same Good. Buyer acknowledges and agrees that it is only a licensee of the Content and that Buyer does not own, and will not claim any ownership rights in, the Content.

12.2. Seller’s Intellectual Property. All copyright, trademarks, patents and all other intellectual property rights in or arising out of or in connection with the Goods, the Content and the Website shall be owned by the Seller. The sale of the Goods and the provision of technical data relating thereto by the Seller to the Buyer does not imply freedom from intellectual property rights in respect of the Goods or such data, or the Content, all of which are expressly reserved to the Seller. Trademarks, copyrights legends, serial numbers and the like must not be removed from Goods or defaced by Buyer. Buyer must also ensure that such protective mechanisms are not removed by their customers.

12.3. Third Party Infringement. Where copyright, trademark or other intellectual property right infringements become known to the Buyer, Buyer must immediately report these infringements to Seller.

12.4. Buyer Feedback. If Buyer provides Seller with feedback, comments and suggestions for improvements to the Website and Seller’s related services, through any communication channel (“Feedback”), Buyer agrees to grant Seller a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that Buyer owns or controls to copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

12.5. This Section 12 shall survive termination of these Terms. 8.1. Confidentiality. All non-public, confidential or proprietary information of Seller, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates disclosed by Seller to Buyer orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with these Terms is confidential, may only be used by Buyer for legitimate business purposes in connection with these Terms, and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party. Buyer acknowledges that its confidentiality obligations under these Terms with respect to confidential information constituting trade secrets will remain in effect for as long as such confidential information is eligible for trade secret protection under applicable law. Except as otherwise provided herein, and notwithstanding termination of these Terms, Buyer’s obligations of confidentiality under these Terms shall extend for a period of three (3) years from the date of disclosure of any confidential information.

13. Use of Website. Buyer’s access to and use of the Website is subject to the following provisions:

13.1. Buyer agrees that use of the Website is entirely at the risk of the Buyer.

13.2. Buyer will not attempt to undermine the Website’s functionality and integrity.

13.3. Buyer is responsible for any and all any and all actions taken and purchases made via its Account. Buyers are solely responsible for maintaining the confidentiality of their account information, and Buyer must notify Seller immediately if they believe the security of their access credentials has been compromised.

13.4. Seller may terminate Buyer’s access to the Website and cancel their account at any time, for any reason or no reason at all.

13.5. Seller reserves the right, at any time and without notice, to: (i) to modify, suspend or terminate operation of or access to the Website or to any portion thereof, for any reason; (ii) to interrupt the operation of the Website, or any portion thereof as necessary to perform routine or non-routine maintenance, error correction, or other changes; (iii) to change or remove any Goods offered via the Website, or to modify the Prices for such Goods.

14. Compliance with Law & Trade Controls.

14.1. Buyer shall comply with all applicable laws, regulations and ordinances (“Applicable Law”). Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs in order to resell the Goods and to carry out its obligations under these Terms. Buyer shall comply with all applicable export laws, import laws and trade controls of all countries involved in the sale of the Goods under these Terms or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import or export clearance. Seller may cancel orders and shipments and terminate its relationship with Buyer if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

14.2. Without limiting the generality of the foregoing, Buyer must comply with all applicable Trade Controls Laws, meaning: (i) economic and trade sanctions or embargoes which restrict certain cross-border transactions with specified countries, companies, individuals or other restricted parties; (ii) controls on the import, export, re-export, use, sale, transfer, trade or disposal of goods, services or technology to certain restricted parties or destinations; and (iii) anti-money laundering laws, which relate to the proceeds of illegal activities, the funding or financing of terrorism, and the evasion of legitimate tax obligations. Trade Controls Laws include, without limitation, those of the European Union, the United Kingdom, the U.S., Canada and any other government entity, as applicable to a Party to these Terms.

14.3. Buyer must not involve the Seller in any transaction or deal with any individual, legal person, entity or organization (i) included in any of the U.S. lists of restricted parties at https://bit.ly/2LJHVaX, the Canadian Consolidated SEMA Sanctions List at https://bit.ly/3dbVeKZ, or the EU or UK consolidated financial sanctions lists at https://bit.ly/3h6oxR6 and https://bit.ly/2yCLx8l; or (ii) targeted by national, regional or multilateral trade or economic sanctions under Trade Control Laws, or directly or indirectly owned or controlled or acting on behalf of such persons, entities or organizations, including their directors, officers or employees (collectively, the “Restricted Parties” and each a “Restricted Party”). Buyer must not involve Seller in any transactions involving Iran, North Korea, Sudan, Syria, Venezuela, Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Russia or any country, state, territory or region which is subject to comprehensive economic or trade restrictions under Trade Control Laws (collectively, the “Restricted Countries”, and each, a “Restricted Country”). Without limiting the generality of the foregoing, Buyer shall not (a) directly or indirectly export, re-export, transship, or otherwise deliver the Goods, or any portion of the Goods, to a Restricted Party or to a Restricted Country or (b) broker, finance, or otherwise facilitate any transaction in violation of any Trade Control Laws.

14.4. Buyer represents and warrants that Buyer is not a Restricted Party and that Buyer is not headquartered or organized in a Restricted Country.

14.5. If Seller determines that Buyer is in violation of any Applicable Laws, including Trade Control Laws, or is selling Seller’s Goods to Restricted Parties or Restricted Countries, Seller shall immediately cancel all pending orders and shipments, and Buyer shall be liable for all resulting costs, expenses and damages incurred by Seller, including its reasonable attorneys’ fees.

15. Indemnification. Buyer agrees to defend, indemnify, and hold Seller, and its Affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party providers harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of: i) Buyer’s violation of these Terms; and/or ii) Buyer’s violation of any law or the rights of a third party; and/or iii) Buyer’s use of the Website.

16. DISCLAIMERS. THE WEBSITE AND ALL RELATED SERVICES AND CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SELLER EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SELLER MAKES NO WARRANTY THAT THE WEBSITE, RELATED SERVICES OR CONTENT WILL MEET BUYER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SELLER OR THROUGH THE WEBSITE, RELATED SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.

17. LIMITATION OF LIABILITY. 17.1. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO SELLER OR COULD HAVE BEEN REASONABLY FORESEEN BY SELLER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 17.2. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE AFFECTED GOODS SOLD BY SELLER TO BUYER. 17.3. The limitation of liability set forth in Section 18.2. above shall not apply to: (i) liability resulting from Seller's gross negligence or willful misconduct; and (ii) death or bodily injury resulting from Seller’s acts or omissions.

18. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate these Terms and its relationship with the Buyer with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under these Terms; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

19. Force Majeure. Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any term of Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions or orders, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.

20. Entire Agreement. These Terms, including the Privacy Policy, the Cookie Policy and any additional policies posted on the Website, comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. The Terms prevail over any of Buyer's general terms and conditions of purchase, regardless of whether or when Buyer has submitted a purchase order or such terms, if applicable. Seller’s fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. No employee or agent of Seller has the authority to vary these Terms.

21. Relationship between the Buyer and Seller. The Buyer and Seller hereby acknowledge and agree that nothing in these Terms shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between them.

22. Survival of Provisions. The termination of these Terms shall not affect the provisions, rights and obligations set forth therein which either: (a) by their terms state or evidence that the provisions survive the expiration or termination thereof; or (b) must survive to give effect to the provisions thereof.

23. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section 24 is null and void. No permitted assignment or delegation shall relieve Buyer of any of its obligations hereunder.

24. Waiver. No waiver by Seller of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

25. Severability. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms, or invalidate or render unenforceable such term or provision

26. No Third-Party Beneficiaries. These Terms solely benefit the parties hereto and their respective successors and permitted assigns. Nothing herein, unless otherwise expressly stated, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

27. Injunctive Relief. Buyer acknowledges that its breach of certain covenants herein, including without limitation Buyer’s covenants regarding confidentiality and intellectual property, will cause irreparable damage to Seller, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, Buyer agrees that in the event of a breach of any of the aforementioned covenants, in addition to any other remedy which may be available at law or in equity, Seller shall be entitled to specific performance and injunctive relief.

28. Governing Law. These Terms have been executed by Seller at Seller’s corporate headquarters and principal offices located in Wright City, Missouri. Seller and Buyer agree that Buyer’s relationship with Seller is centered in Wright City, Missouri, and that the weight of Buyer’s contacts with and obligations to Seller are also in Wright City, Missouri. These Terms and all matters arising out of or relating to these Terms shall be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule therein. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG) IS DISCLAIMED.

29. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to these Terms shall be instituted in a court of competent jurisdiction in the State of Missouri. Each Party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding, and agree that such venue is proper. Buyer consents to service of process made upon the Secretary of State of Missouri or at Buyer’s last known address in Seller’s records.