Priority of Terms.

Seller hereby notifies Buyer in advance that Seller objects to any terms and conditions in Buyer's purchase order or other document which are additional to or different than the terms and conditions stated herein ("Terms"), whether or not the additional or different terms would materially alter this contract. If a contract between Buyer and Seller is established through performance or other conduct, that contract will not be deemed to consist only of terms and conditions as to which the parties' writings agree, but rather these Terms will be a part of that contract and wilt prevail over the conflicting or different terms or conditions of any other document forming a part of the contract.
These Terms for the supply of the Product between the parties constitute the entire agreement between Buyer and Seller relating to the sale and purchase of the Products, and supersede all previous communications. Seller shall not be bound by any representations relating to the Products or by any addition to or modification of these Terms, unless in a writing that is signed by an officer of Setter.

Order Lead Times

Standard order lead times required shalt be at least two (2) Seller business days. The lead time required for truck toad orders (25,000 pounds) shall be ten (10) Seller business days. Lead time begins upon Buyer's receipt of Seller's issued confirmation of order and ends when the order is placed with the shipper or ready for pick-up, as applicable. Alt orders received after 5pm Cincinnati time will be treated as placed the following Seller business day.
By Seller, shalt be deemed an emergency order and a $50 emergency order fee will be added to the invoice per order. Buyers who Seller has determined are dealers, distributors and authorized warranty service centers are subject to the same two (2) Seller business day order lead time but any same or next day shipment of service parts to a dealer, distributor or authorized warranty service center will be assessed a $15 emergency order fee added to the invoice.
800-543-3299 or email sencocs@kyocera-senco.com. Any order received by phone will be confirmed by fax or email. Electronic data input (EDI) orders will receive an order acknowledgement upon receipt.
All orders are subject to cancellation or order quantity reduction based on the credit status of Buyer as determined by Seller in its sole discretion.

Minimum Order Size

Except as otherwise agreed by Seller, the minimum order size is $300 for all Products except service parts, $50 for service parts and $1,250 for Seller pre-paid freight orders. Notwithstanding the foregoing, the minimum order size for a full service distributor (or any Buyer with special pricing as determined by Seller in its sole discretion) for pre-paid freight is $10,000 to a Buyer primary warehouse ($5,000 for a branch location) for tools, fasteners and accessories.

Title, Delivery and Shipment

Unless otherwise provided in writing by Seller, the Products will be shipped ex works, factory from Seller's facility to the designated shipping point. In cases where Buyer does not arrange for the carrier, Seller will have the right to select the carrier.
Orders not qualifying for prepaid freight will be shipped with freight paid by Seller but all shipping cost added to the invoice. Truck load orders (25,000 pounds or more) will ship with Seller paying the freight without charge to Buyer.
In all cases, upon delivery of the Product to the carrier, title and risk of loss will pass to Buyer. Seller reserves the right to select the most economical route and method of shipment.
Buyer must request credit for any claimed shipping discrepancies within thirty (30) days of invoice. For customers picking up their own orders, order pickups must occur between 8am and 3pm at the point of pick up.
Seller will package the Products for shipment in accordance with Seller's standard practices. Special packing will be provided only if Buyer so requests and at Buyer's expense. Buyer must notify Seller at order placement if special packing is required.
Published weights, specifications and dimensions are estimates and are not guaranteed. If required, drawings and more detailed dimensions can be provided on written request.
Any shipping schedule provided to Buyer is Seller's then current estimate of delivery dates. Seller does not warrant or guarantee any particular delivery dates. Seller shall not be in default hereunder or liable to Buyer or any other party for any direct or indirect loss or expense incurred from delay or non-delivery of the Products.

Prices

Prices quoted are subject to change without notice from the date of any quotation to Buyer (the "Quotation"), unless otherwise noted in the Quotation.
By way of example and without limiting when Seller may change the price, Seller reserves the right to re-price the Products if (i) the cost of raw materials or commodities used to manufacture the Products increases by more than five percent (5%) from the date of the Quotation, (ii) the local currency in the country of manufacture appreciates against the US Dollar by more than five percent (5%), or (iii) the costs of shipment (including transportation, import and/or export charges and duties) increase by more than five percent (5%) from the date of the Quotation. If Seller re-prices the Products, it shall inform Buyer in writing hereof, and the Quotation shall be deemed amended with such new price, but otherwise shall remain unaffected.
Applicable sales, use, excise and other taxes may be billed to Buyer at any time and shall be paid by Buyer unless a satisfactory tax exemption certificate has been furnished prior to shipment.

Payment; Security Interest

Payment is to be made by Buyer on the terms set forth in the Quotation. If no payment terms are specified, payment is due net thirty (30) days after invoice date with a one percent discount if paid within ten (10) days of invoice (1/10 net30). Date of payment receipt in Seller's bank account will determine eligibility for 1% discount and discounts improperly taken wilt be charged back to Buyer. Interest at the rate of 11/2% per month (or if less, the maximum rate permitted by law) may be added to any unpaid portion of amounts due. Payments will be made without setoff, withholding, or reduction of any kind. Seller hereby retains a purchase money security interest in each Product to secure payment of the purchase price and performance of Buyer's other obligations to Seller and its affiliates.
Prices quoted are in U.S. dollars and all payments shall be made in U.S. dollars.
Unless otherwise provided in a Quotation or approved by Seller's credit department, orders to locations outside of the U.S. require payment by means of an irrevocable Letter of Credit confirmed by a U.S. bank that is satisfactory to Seller.
All credit balances must be applied within six months of issuance, unless otherwise agreed in writing. If not requested to be applied within six months, Seller shall cancel the credit and Seller shall have no further liability to Buyer with respect thereto. No rebates or allowances will be paid or credited to any account that is past due.

Cancellations

Once a Purchase Order is accepted by Seller, Buyer may not revoke or cancel the Purchase Order. Should Buyer attempt to cancel a Purchase Order or refuse delivery of a shipment of ordered Products, Seller, at its sole option, may make commercially reasonable efforts to sell the Products to a third party but Buyer shall remain liable to Seller for the price difference between the agreed upon sale price and the price actually obtained by Seller, together with all costs and expenses of Seller in locating a new buyer or buyers consummating such transaction(s), including without limitation, shipping, storage, insurance and attorneys' fees and expenses. Notwithstanding the foregoing, for all non-catalog Products, specially identified catalog Products or a special-order Product, a cancellation fee of 50% to 100% of the order price will apply as determined by Seller based on the merchantability of the Product ordered.

Warranty Matters

Some Products are sold with a separate written warranty. Except as stated in any such separate written warranty, all Products are sold "AS IS" AND WITH ALL FAULTS. Seller disclaims the implied warranties of merchantability, freedom from infringement claims, and fitness for a particular purpose.

Limitation of Liability

SELLER WILL NOT BE LIABLE TO BUYER OR TO ANY OTHER PARTY UNDER ANY CLAIM OR CIRCUMSTANCE (INCLUDING WITHOUT LIMITATION ANY CIRCUMSTANCE INVOLVING A FINDING THAT AWARRANTY OR REMEDY HAS FAILED OF ITS ESSENTIAL PURPOSE), WHETHER THE CLAIM SOUNDS IN CONTRACT, TORT OR OTHER LEGAL THEORY, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OROTHER INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE, LOST SALES, LOST GOODWILL OR LOSS OF USE OF ANY PRODUCT. CLAIM IN ANY WAY CONNECTED WITH THE SALE OR USE OF ANY OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES IN CONTRACT, FROM OR OTHERWISE, SHALL BE LIMITED TO THE PRODUCT'S INVOICE PRICE DEPRECIATED AT 3% PER MONTH FROM THE DATE OF DELIVERY TO BUYER.

Acceptance

All Products delivered will be deemed accepted by Buyer unless within ten (10) days after Buyer's receipt thereof Buyer notifies Seller in writing of the rejection and specifies the reasons for rejection. Acceptance arising from a failure to timely reject a Product will be final and irrevocable. Non-catalog and special-order products are not returnable. Any accepted returns must be undamaged, saleable and in the original packaging to receive a credit and are subject to a $50minimum return amount and a 15% restocking fee which will be subtracted from the credit provided to Buyer. Any returns not received by Seller in undamaged saleable condition in the original packaging will have the credit issued adjusted to account for the condition of the return, in Seller's sole judgment. Only credit on future purchases is provided for returns-no cash refunds. Reasons for rejection shall only be for damaged or defective Product and credit will only be provided upon Seller's verification of defect or damage. Seller may accept returns for Buyer order error in Sellers sole discretion within 30 days of shipment, subject to the return process, return minimums and restocking fees outlined herein. For all returns, Buyer must first contact Setter's relevant territory sales representative for authorization. Any return without a Return Material Authorization number assigned by Seller and marked on the return package will be returned to buyer freight collect. An RMA shall be valid for thirty (30) days. Authorized returns sent to the wrong address are subject to a $50 handling fee. All returns shalt be shipped to Senco Brands, 8450 Broadwell Road, Dept. 25, Cincinnati, OH 45244 USA.

Default

Failure of Buyer to pay any invoice within 15 days after the due date, the institution of bankruptcy proceedings by or against Buyer, Buyer's insolvency, an assignment by Buyer for the benefit of its creditors, or the occurrence of any other event which in Setter's judgment impairs Buyer's financial condition or gives Seller reasonable grounds for insecurity respecting Buyer's ability to perform its obligations hereunder, shall entitle Seller to suspend all further performance hereunder, and on any other order of Buyer, in addition to Seller's other remedies hereunder or at law.
Performance of this order unless Seller has failed to commence to cure its default within 30 days after receipt of written notice from Buyer specifying the default.

Assignment

Buyer shalt not assign this contract or any other rights with respect to Seller, the Products, or any interest therein without the prior written consent of Seller.

Governing Law

This contract, the construction of this contract, all rights and obligations between Buyer and Seller, and any and all claims arising out of or relating to the subject matter of this contract (including all tort claims), will be governed by the laws of the State of Ohio U.S.A., without regard to its conflict of laws principles.

Force majeure

Seller shall not be liable for any delay in shipment or performance due to acts of God, war, riot, insurrection, terrorism, labor difficulties, accidents, acts of civil or regulatory authorities, fires, floods, quarantine, restrictions, plant conditions, delays in transportation, fuel shortages, tabor, raw material price increases or shortages, or any other condition beyond its control affecting Seller, its suppliers or vendors. Setter reserves the right to apportion Products among its customers as it may determine upon the occurrence of such an event.

Online Ordering Terms

Account Registration; Authority. To place orders via the Online Channels, Buyer may be required to create an account and designate authorized users. Buyer is responsible for all activities under its account and for ensuring that only personnel with actual authority place orders. Seller may rely on any order placed using Buyer's credentials as duty authorized by Buyer. Buyer shall promptly notify Setter of any suspected unauthorized access or breach.
Electronic Communications; Consent. Buyer consents to receive communications related to online orders (including acknowledgments, confirmations, invoices, notices, and disclosures) electronically via the Online Channels or to the email(s) associated with Buyer's account. Electronic records and signatures associated with online orders are intended to be legally binding to the maximum extent permitted by applicable law (including UETA and ESIGN).
Order Process; Acknowledgment; Acceptance. Placing items in a cart, initiating checkout, or receiving an order acknowledgment does not constitute acceptance by Seller. Seller's acceptance occurs only upon shipment (or readiness for pick-up, as applicable) or by a separate written acceptance from Seller. Seller may cancel or refuse any online order at any time for credit compliance, availability, pricing, or fraud-screening reasons, in its sole discretion.
Pricing; Availability; Website Errors. Prices and availability displayed on the Online Channels are subject to change without notice and may vary from other channels. Seller reserves the right to correct any errors or omissions (including pricing, typography, and availability) even after an order is submitted; in such cases Seller may cancel the order or request Buyer's confirmation at the corrected price.
Payment Methods. Online orders may be paid via Seller-approved payment methods displayed at checkout (e.g., credit card, ACH, purchase order on approved terms, or other digital payments are available) For card or digital payments, funds authorization maybe placed at checkout; settlement will occur upon shipment. Buyer represents and warrants that it has the right to use any payment method submitted.
Promotions; Promo Codes; Contract Pricing. Any promotions, coupons, or promo codes offered via the Online Channels are subject to the terms stated with the offer and may not be combined unless expressly permitted. Contract or special pricing assigned to Buyer will display after login where supported; if not, Seller will reconcile pricing on acknowledgment or invoice.
Security; Access; Maintenance Windows. Seller may implement multi-factor authentication, session timeouts, IP allow-listing, or other controls for the Online Channels. The Online Channels may be unavailable due to maintenance or outages; Seller is not liable for any loss arising from such unavailability. Buyer is responsible for maintaining the security of its devices and credentials and for complying with any technical requirements posted on the Online Channels.
Data; Privacy; Cookies. Seller's collection, use, and disclosure of information obtained through the Online Channels is governed by Seller's Privacy Policy available at [Consumer Privacy Policy - SENCO]. The Online Channels may use cookies and similar technologies; Buyer consents where required and will configure its browser settings accordingly.
Third-Party Services; Integrations. If Buyer connects the Online Channels to third-party platforms (e.g., EDI portals, procurement networks, or payment providers), Buyer is responsible for those services and consents to data sharing necessary to complete the order. Seller is not liable for the acts or omissions of third-party service providers.
Communications Records; Audit Trail. Seller may retain logs of online order actions (e.g., user ID, timestamps, IP address, device information) for fraud prevention, compliance, and order traceability. Such records may serve as evidence of order placement and approvals.

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