Terms & Conditions

Wes-Garde Components Group, Inc.

Terms and Conditions
The following Terms and Conditions apply to all sales transactions with Wes-Garde Components Group,
Inc., a Florida corporation (“Wesgarde”), with its principal offices located at 2820 Drane Field Road,
Lakeland, FL 33811:

Minimum Order

Wesgarde has a $100 Purchase Order minimum for all U.S. domestic sales, unless arranged otherwise by
written agreement. Products not in stock may be subject to factory minimum order quantities. Special
orders of any quantities may be subject to Non-Cancelable Non-Returnable (NCNR) order requirements.
International orders are subject to a $250 Purchase Order minimum, unless arranged otherwise by
contract agreement. E-commerce purchases do not require a minimum order dollar value however the
orders are subject to minimum order quantities.

Pricing

Pricing to the customer may be subject to change in the sole discretion of Wesgarde based on changes
in pricing from the manufacturer and/or supplier. In the event that Wesgarde increases the price to
customer for any products as a result of price increases by the manufacturer or supplier of such
products, then customer may, as customer’s sole remedy, elect to cancel the purchase order for such
products by giving written notice of cancellation to Wesgarde within three (3) days after customer’s
receipt of notice from Wesgarde of the price increase. Pricing may also be affected if agreed volume
commitments are not met resulting in abandoned inventory costs for Wesgarde. Wesgarde agrees to
use commercially reasonable efforts to provide notice of any price increase for customers who regularly
use a given component. Tariff charges or impositions will not be subject to any notice requirement, and
they will be passed through to the customer as incurred. Wesgarde shall not be bound by any verbal
pricing agreements.

Blanket Orders or Scheduling

Wesgarde offers blanket orders under certain circumstances but for periods of no longer than 12
months. If customer acceptance schedules substantially change or moves deliveries outside the agreed
12 month period, Wesgarde reserves the right to update pricing accordingly. Blanket orders are not
supported by all of Wesgarde’s supplier partners.

Acceptance of Orders

All purchase orders received by Wesgarde are considered an “offer” from the customer. Pricing and
delivery must be confirmed or corrected by Wesgarde prior to acceptance. Wesgarde reserves the right
to reject individual orders in whole or in part. Any order that is accepted by Wesgarde, but which is not
in Wesgarde’s stock at the time of acceptance, shall be deemed to have been accepted contingent upon
receiving product from Wesgarde’s supplier.

Force Majeure

Wesgarde will not be liable for delivery delays or any failure to deliver or perform its obligations due to
causes beyond its control, including but not limited to, product allocations, material shortages, labor
shortages, labor disputes, transportation delays, unusual circumstances, acts of God, acts or omissions
of other parties, acts or omissions of civil or military authorities, government priorities, fire, strikes,
floods, epidemics, pandemics, quarantine restrictions, riots, or war. Wesgarde’s time of delivery and
performance will be extended by the time and recovery of the event. In such an event, Wesgarde may,
at its option, cancel any order or remaining part thereof without liability by giving notice to the
customer.

Payment

Standard terms are Net due 30 days (Net 30) for customers with accounts already established.
Payments must be received in Wesgarde’s offices via one of the following approved forms of payment
within 30 days from the invoice date, unless otherwise stated on Wesgarde’s invoice. If payment terms
are not met, Wesgarde reserves the right to change or cancel customer’s payment terms.

Wesgarde offers several payment options for Wesgarde’s customer’s convenience. Wesgarde accepts
Visa, MasterCard, American Express, ACH, and Wire Transfers as valid forms of payment, and offers
credit terms to well-qualified businesses. Wesgarde also offers special accelerated payment discounts
for payments made via Wire or ACH (only) within 10 days of invoice (1% 10 Days Net 30). All invoices
shall be payable in full in U.S. Dollars without any deduction or setoff whatsoever within thirty (30) days
of the invoice date, unless arranged otherwise by written agreement. In the event payment in full is not
received by Wesgarde within the agreed terms period, customer agrees that interest shall be paid on
the amount outstanding at a rate of one and one-half percent (1.5%) per month commencing on the
invoice date, or $25 per month, whichever is more.

Customer shall be liable for and shall pay all sales, use, VAT or other taxes, charges, duties, and
assessments imposed by any governmental authority with respect to the purchase and/or import of the
products from Wesgarde. In the event the customer has a resale certificate, it is the responsibility of the
customer to provide the certificate at the time of purchase order in order for the exemption to be
claimed.

Shipping and Delivery

All orders with Wesgarde are fulfilled Ex Works (EXW) (Incoterms 2020) from Wesgarde’s 2820 Drane
Field Road, Lakeland, Florida 33811 facilities. Wesgarde will select the carrier for shipment, unless prior
specifications have been communicated to Wesgarde by the customer’s purchase order. Wesgarde’s
responsibility for any loss or damage ends when product title passes to the customer as the product is
delivered to the carrier at Wesgarde’s facility. In the event products are lost by the carrier, Wesgarde
will extend commercially reasonable efforts to assist the customer with their claim against the carrier,
but Wesgarde does not issue RMAs (Return Merchandise Authorizations) for products lost by the carrier.

Wesgarde invoices remain due where Wesgarde can provide a valid customer order and shipping confirmation to the customer. Wesgarde may be willing to ship replacement products to the customer,
when available, but customer remains liable for payment of products lost by the carrier.
Wesgarde will only add shipping insurance on the contents when specifically requested by the customer
on the customer’s purchase order, and payment of that insurance will be the responsibility of the
customer. Delivery dates are approximate. Because delivery dates depend upon Wesgarde’s supplier’s
inventory, production, shipping schedules and other factors, actual delivery dates may differ from those
quoted. All Wesgarde shipments originate at Wesgarde locations within the United States.

Wesgarde ships all domestic shipments via UPS Ground, at the customer’s expense, unless arranged
otherwise by written agreement. Any customers using their own UPS or Fed Ex account number must
include that information on their applicable purchase order.

Wesgarde charges a handling charge of $5.00 per shipment, unless arranged otherwise by written
agreement. Other charges may apply for international and E-commerce shipments. Wesgarde accepts
consolidated shipment requests based on the customer’s usage.

Wesgarde will deliver products via drop shipment where manufacturers support direct drop shipments.
Drop shipments may be subject to a drop shipment fee imposed by Wesgarde or the manufacturers.
Title and risk of loss pass to customer when products leave manufacturer’s facility.

Customer warrants that it will not sell or distribute (or knowingly permit the sale or distribution of) any
products in jurisdictions where the sale of such products is restricted or forbidden, nor shall customer
incorporate or use any products in a manner which is prohibited by law.

Cancellations

All “special” or unique products, or any products modified for customers, that are non-stock items of
Wesgarde are considered non-cancelable non-returnable (NCNR) purchases. Any custom value- added
assemblies must also be placed and accepted as NCNR orders. Any product purchased by customer
from Wesgarde shall automatically be deemed NCNR effective as of the date that is one (1) year after
the date on which the product was received by customer.

Any cancelation or return of a part must be approved by a Wesgarde Customer Service Associate before
it is returned to Wesgarde. A cancelation may cause a change in the price.

Orders accepted by Wesgarde may be cancelled by customer only with written consent of Wesgarde,
which consent may be withheld by Wesgarde in its sole discretion. In the event Wesgarde accepts
cancelation of an order, customer may be responsible for a restocking charge or other expenses that
may have been incurred.

Returning Product

Wesgarde will not accept products returned without Wesgarde’s prior written consent, which consent
may be withheld by Wesgarde in its sole discretion. For products that are approved for return,
Wesgarde will provide an RMA (Return Merchandise Authorization) number that must be identified on
the return shipping container. No return of products will be accepted without a RMA number issued by Wesgarde. A description stating the reason for the return must be included with the returned products.
The returned items must be in the original packaging, in the original condition and shipped by prepaid
freight from customer’s warehouse. RMAs cannot be issued for NCNR products. NCNR products are not
returnable.

Customers should contact their Wesgarde Customer Service Associate to get an RMA (Return
Merchandise Authorization) number. All returns are subject to inspection prior to credit being
processed. Any credits taken or used prior to issuance by Wesgarde may incur a $75 non-compliance
late charge which will be invoiced as such.

Cost Recovery

In the event a customer defaults on payment for the products ordered, customer agrees to be
responsible for the actual costs and expenses incurred by Wesgarde in the collection of any sums owed
by customer, and Wesgarde shall not be obligated to make further deliveries to customer. Such costs
and expenses may include, but are not limited to, all costs and expenses incurred by Wesgarde in
connection with procuring and filling customer’s order, and all attorneys’ fees and costs incurred in
pursuing collection and payment of the sums owed by customer.

Freight Damages & Shortages

If product received from Wesgarde has been damaged during shipping, customer must keep all
packaging material and contact the shipping carrier. All claims for damage during transit must be made
by the customer to the carrier as title to products passed to customer upon delivery to carrier. Any
claim for any material shortage must be made to Wesgarde in writing within 5 days of customer’s
receipt of product.

Limited Warranty

Most products sold by Wesgarde are covered by the manufacturer’s warranties, and Wesgarde will
exercise commercially reasonable efforts to cause the extension to customer of the manufacturer’s
warranties. Regardless, Wesgarde’s warranty to customer is limited to repair, replacement or refund of
the purchase price for the product at the sole discretion of Wesgarde. Any products that Wesgarde
alters with its value-added operation are warranted to be free of defects in Wesgarde’s workmanship
for a period of one year from the date of shipment. Wesgarde shall not be liable for and customer shall
indemnify, defend and hold Wesgarde harmless from any claims based on Wesgarde's compliance with
customer's designs, specifications or instructions, or modification of any products by parties other than
Wesgarde, or use in combination with other products.

Except as expressly stated in these Terms and Conditions, Wesgarde makes no warranties concerning
products sold, and to the maximum extent permitted by law Wesgarde expressly disclaims all express
and implied warranties, including without limitation the implied warranties of merchantability, fitness
for a particular purpose, non-infringement of third party rights and warranties against latent defects,
with respect to the products and any accompanying written materials or instructions. Any description of
products sold or provided by Wesgarde, whether in writing or made orally by Wesgarde or its employees or agents, and any samples, specifications, bulletins, catalogs, drawings, diagrams, or similar
materials used in connection with Wesgarde’s sales efforts or customer’s orders, are for the sole
purpose of identifying the products, and shall not be construed as an express warranty. To the
maximum extent permitted by law, Wesgarde shall not be liable for, and customer hereby waives,
indirect, incidental, or consequential damages of any nature including, but not limited to, loss of profit,
loss of use, loss of data, promotional or manufacturing expenses, overhead expenses, removal and/or
reinstallation costs, reprocurement costs, personal injury, injury to reputation or loss of customers, even
if Wesgarde has been advised of the possibility of such damages. Customer's recovery from Wesgarde
for any claim shall not exceed Customer's purchase price for the product giving rise to such claim
irrespective of the nature of the claim, whether in contract, tort, warranty, or otherwise. If, for any
reason, the foregoing limitations are found by an arbitration panel or court of competent jurisdiction to
be invalid or inapplicable under any applicable state or provincial law, customer agrees that Wesgarde’s
total liability for all damages, losses, or causes of action of any kind or nature shall be limited to actual
damages without regard to any punitive or exemplary damages provided by any such applicable law.

Products identified as RoHS compliant, based on information provided by Wesgarde’s suppliers, do not
contain the substances prohibited by the European Community Directive on the restriction of the use of
certain hazardous substances, at levels in excess of the anticipated maximum concentration values.
Certification of product compliance with RoHS and its exemptions is best vested in the expertise of the
supply chain not having transformative responsibilities. As such, any information provided by Wesgarde
in reference to RoHS compliance is based on the product manufacturer’s timely and accurate
information and is not a declaration of compliance by Wesgarde.

Remedies

Excluding all transactions otherwise conducted under NCNR product sale terms, in the event Wesgarde
products materially fail to perform, customer agrees to deliver written notice to Wesgarde with specific
details of the non-performance. If Wesgarde continues to fail to perform or correct the matter within
60 days after Wesgarde receiving written notice, Wesgarde agrees that customer may cancel the
purchase order(s) related to the non-performance, and request a credit for the cost of the nonperforming
products. Wesgarde’s liability is limited to the warranty set forth above, without any other
indirect, special, incidental or consequential damages of any nature, all of which are waived by customer
above.

In the event the customer fails to perform its purchase order obligations, customer agrees that
Wesgarde may, at its option, pursue whatever remedies are available, including but not limited to
recovery of supplier fees related to cancellations of customer’s order/contract and other damages to
Wesgarde from customer’s failure to meet order/contract, including any merchandise price market
value differential at point of delivery and return, cancellation fees, reasonable attorney’s fees, credit
reporting fees, foreign exchange losses and related damages.

Export Control/Use of Products

Customer certifies that it will be the recipient of products to be delivered by Wesgarde. Customer
acknowledges that the products are subject to the export and/or import control laws and regulations of various countries including the Export Administration Laws and Regulations of the United States.
Customer agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining
licenses to export or re-export as may be required and acknowledges that it shall not directly or
indirectly export any products to any country to which such export or transmission is restricted or
prohibited. Products sold by Wesgarde cannot be transferred, sold or re-exported to any party on the
Entity List or Restricted Person List of the U.S. Department of Commerce, Bureau of Industry and
Security (BIS), any party designated by the U.S. Treasury Department’s Office of Foreign Assets Control,
and any party debarred or sanctioned for proliferation or terrorism reasons by the U.S. State
Department. Products sold by Wesgarde are not designed, intended or authorized for use in life support,
life sustaining, nuclear, or other applications in which the failure of such products could reasonably be
expected to result in personal injury, loss of life or catastrophic property damage. If customer uses or
sells the products for use in any such applications: (1) customer acknowledges that such use or sale is at
customer's sole risk; (2) customer agrees that Wesgarde and the manufacturer of the products are not
liable, in whole or in part, for any claim or damage arising from such use; and (3) customer agrees to
indemnify, defend and hold Wesgarde and the manufacturer of the products harmless from and against
any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with
such use or sale.

Intellectual Property

If any product includes software or other intellectual property, such software or other intellectual
property is provided by Wesgarde to customer subject to the copyright and user license, if any, for such
products, the terms and conditions of which are set forth in the license agreement accompanying such
software or other intellectual property. Nothing herein shall be construed to grant any rights or license
to use any software or other intellectual property in any manner or for any purpose not expressly
permitted by such license agreement. Customer acknowledges and understands that Wesgarde is not
the manufacturer of any products ordered or to be supplied to customer and is not liable to customer or
any third party for any copyright, design or patent issue, right or claim that may arise in relation to any
product.

Technical Assistance or Advice

Any technical assistance or advice offered by Wesgarde in regard to the use of any product or provided
in connection with customer’s purchases is given free of charge and only as an accommodation to
customer. Wesgarde shall have no obligation to provide any technical assistance or advice to customer
and if any such assistance or advice is provided, such fact will not obligate Wesgarde to provide any
further or additional assistance or advice. Wesgarde shall not be held liable for the content or
customer’s use of such technical assistance or advice nor shall any statement made by any of
Wesgarde’s representatives in connection with the products constitute a representation or warranty,
express or implied.

Governing Law and Venue

The exclusive jurisdiction for any claims arising from, or related to, any transactions between customer
and Wesgarde shall be in the state and federal courts located in and for Polk County, Florida, and customer consents to the exclusive jurisdiction of such courts and waives any right to object thereto
based on the doctrine of forum non conveniens or otherwise. These claims shall not be subject to
mandatory arbitration. The customer and Wesgarde further agree that the laws of the State of Florida
(including provisions of the Florida Uniform Commercial Code), but not Florida’s conflicts of law rules,
shall apply in any and all claims relating to, or arising from such transactions. The parties expressly
exclude the applicability of the United Nations Convention on Contracts for the International Sale of
Goods. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION ORPROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR FORUM TO WHICH THEY MAY BOTH BE PARTIES, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE BREACH OF THESE TERMS AND CONDITIONS, OR WITH RESPECT TO ANY MATTER OR DISPUTE BETWEEN THEM. Customer agrees to pay or reimburse on demand all costs, including attorneys’ fees and legal costs, incurred by Wesgarde in connection with the enforcement of Wesgarde’s rights in connection with the products or these Terms and Conditions, including, without limitation, lien rights.

Written Agreement

Any references to a “written agreement” in the foregoing Terms and Conditions shall mean a document which has been signed by an authorized representative of Wesgarde, which signed document has been transmitted by Wesgarde to customer via telecopier, scanned and emailed pdf, mail or courier. Emails
shall not constitute “written agreements” even if such e-mails contain a signature block or other sender
identification.

Modification and Amendment

Wesgarde may modify or amend these Terms and Conditions in whole or in part at any time, without
notice to customer, and the version of these Terms and Conditions displayed on this website as of the
date on which Wesgarde accepts the customer’s purchase order shall govern that purchase transaction.

Non-Waiver

No course of dealing or failure of either party to strictly enforce any term, right or condition of these
Terms and Conditions shall be construed as a waiver of that term, right or condition nor shall
Wesgarde’s acceptance of a purchase order be deemed as an acceptance of any terms and conditions
therein.

Acceptance of Terms and Conditions

ALL SALES AND/OR DELIVERY OF PRODUCTS TO CUSTOMER ARE CONDITIONED UPON CUSTOMER’S ACCEPTANCE OF THE FOREGOING TERMS AND CONDITIONS, AND SUBMISSION BY CUSTOMER OF ANY PURCHASE ORDER CONSTITUTES AGREEMENT BY CUSTOMER TO THESE TERMS AND CONDITIONS. THE SOLE EXCEPTION TO THE PRECEDING SENTENCE IS AS FOLLOWS: IF WESGARDE HAS PREVIOUSLY SIGNED A SEPARATE CONTRACT WITH THE CUSTOMER SETTING FORTH ALTERNATE TERMS AND CONDITIONS FOR THE SALES OF PRODUCTS, THE SEPARATE CONTRACT SHALL GOVERN TO THE EXTENT THAT (1) THAT CONTRACT IS STILL IN EFFECT AND (2) ANY TERM IN THAT CONTRACT CONFLICTS WITH A TERM IN THE FOREGOING TERMS AND CONDITIONS. WHERE THE TERMS OF THAT CONTRACT DO NOT CONFLICT, THE FOREGOING TERMS AND CONDITIONS SHALL STILL GOVERN.
Wesgarde Version 1.3 (May 2022)