CTC TERMS OF SALE

PLEASE READ THE FOLLOWING DOCUMENT

CONNECTION TECHNOLOGY CENTER, INC.

TERMS AND CONDITIONS OF SALE

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH CONNECTION TECHNOLOGY CENTER, INC., OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS BY ANY APPLICABLE LAW.

These terms and conditions of sale (these “Terms”) apply to the purchase and sale of products through www.ctconline.com (the “Site”). These Terms are subject to change by Connection Technology Center, Inc. (referred to herein as “CTC,” “we” or “us,” as the context may require) without prior written notice at any time, in CTC’s sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any products that are available for purchase through this Site (“Products”). Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes. You and CTC are sometimes collectively referred to in these Terms as the “parties.”

Orders:

You agree that your order placed through the Site is an offer to buy, under these Terms, all Products listed in your order. CTC may, in its sole discretion, accept or reject any order. CTC may accept any order by conﬁrming the order (whether by written conﬁrmation, invoice, or otherwise) or by delivering the Products, whichever occurs ﬁrst. No order is binding on CTC unless accepted by CTC as provided in these Terms.

Prices and Payment Terms:

All prices, discounts, and promotions posted on the Site are subject to change without notice. The price charged for a Product will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order conﬁrmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your order conﬁrmation email. CTC strives to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Terms of payment are within CTC’s sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. First-time orders greater than $25,000 will require full or partial payment at the discretion of CTC. We accept approved credit cards for all purchases. All orders paid by credit card are subject to a 3.5% surcharge on the grand total. Shipping charges billed to a freight collect account and all charges pertaining to RMAs are exempt from this fee. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.

For wire transfer payments, our policy requests that the sender pay all bank fees associated with electronic funds transfers. Please instruct your bank to charge the "sender" and not the "recipient" for all fees associated with your payments. When sending payment, there may be an intermediary bank between your bank and JP Morgan Chase that will also need to be instructed to charge the sender.

Eligibility for Quantity Discounts:

A quantity discount may be applied to a quote if a single line item has a quantity of 10 or more units. Quantity discounts are only available if no other discounts are already applied to the quote.

Conditions for Honoring Quantity Discounts:

A quantity discount will be honored on an order if the ordered quantity is the same or greater than the quantity originally quoted. If the order quantity falls below 10 units, or if the quote is broken into multiple orders where the quantity per part per order is less than 10 units, the quantity discount will no longer be valid.

Shipping; Freight:

We will arrange for shipment of the Products to you. Please check the individual Product page for speciﬁc delivery options. You will pay all shipping and handling charges unless otherwise speciﬁed in the order conﬁrmation.

Title and Risk of Loss: Title and risk of loss (subject to the CTC Warranty, as deﬁned below) pass to you upon delivery of the Products to the shipping carrier.

Compliance with Law:

You shall at all times comply with all laws, statutes, rules, and regulations applicable to this Site and your purchase and use of the Products. Without limiting the generality of the foregoing, you shall (i) at your own expense, maintain all certiﬁcations, credentials, licenses, and permits necessary to conduct your business relating to the purchase, use or resale of the Products and (ii) not engage in any activity or transaction involving the Products, by way of resale, lease, shipment, use or otherwise, that violates any law, statute, rule or regulation.

Compliance with Trade Control Laws:

Without in any way limiting the generality of Section 6 above:

We understand that your order is a domestic order for end-use in the United States. Should you decide to export the products ordered from us, you will be the exporter of record and responsible for export compliance. You understand that exports and re-exports of CTC products and any related software, technical data, service, or technical assistance (individually, an “Item” and, collectively, the “Items”) are subject to U.S., foreign and local export control, economic sanctions, and customs laws, regulations, rules, and orders (individually, a “Trade Control Law” and, collectively, “Trade Control Laws”). You agree to comply and will ensure that your subsidiaries (if applicable) comply, with all applicable Trade Control Laws, and to obtain all required U.S., foreign and local authorizations, permits, or licenses at your expense. You will give notice of the need to comply with the Trade Control Laws to any person or entity which you have reason to believe is obtaining an Item from you with the intention of exportation.

You will not, directly or indirectly through others, use, export, re-export, import, or otherwise transfer or provide any Item, or any product incorporating the Item, in contravention of any Trade Control Law or any end-user certiﬁcate you provide to CTC, including (i) into or from (or to or from a national or resident of) any destination embargoed or sanctioned by the U.S., including Cuba, Crimea, Iran, North Korea, Syria and Sudan, where that act would be in breach of the applicable embargo or sanction, (ii) to anyone listed on the Specially Designated Nationals List, the Entity List, or on any other prohibited persons list published by the U.S. Departments of Commerce, Treasury, or State (a "Restricted Party"), (iii) for a prohibited end-use (such as research on or development or fabrication of chemical, biological, or nuclear weapons, unmanned air vehicles or missiles; or nuclear explosive or fuel cycle activities or unsafeguarded nuclear activity) without prior authorization from the applicable U.S. export control agency, or (iv) to any country as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without ﬁrst obtaining such license or approval. You will only use the Items for non- military, peaceful purposes, unless otherwise speciﬁcally agreed to in writing by CTC. You certify that you are not a Restricted Party and that you (if an entity) are not owned, directly or indirectly, 50% or more by one or more Restricted Parties, or located in, under the control of, or a national or resident of any embargoed country.

Requests by you for CTC to provide assistance or services in connection with the integration of Items into any military end-use item must be approved in advance by CTC in writing for export control purposes and CTC's ability to provide any such assistance to you is conditioned upon obtaining any U.S. government export authorization that may be required. CTC is not obligated to provide such assistance or services.

Any Item export classiﬁcation made by CTC shall be for CTC's internal use only and shall not be construed as a representation or warranty regarding the proper export classiﬁcation for such Item or whether an export authorization is required for the exportation of such Item.

You agree to provide to CTC in a timely manner such information and assistance, including end-user certiﬁcates, as may be requested by CTC in connection with securing any required licenses and authorizations. Any delivery schedules delineated in CTC's offer and/or your order are calculated from the date of receipt of any requested export license(s).In addition to any other remedy it may have, CTC may suspend and/or cancel the export, delivery, installation, and/or any maintenance or repair service of any Item and otherwise be excused from performing any obligations it may have under this contract, if (i) CTC has not received all export-related documentation requested by CTC, including end-user certiﬁcates, (ii) CTC has not received the governmental approvals that CTC deems to be required, (iii) CTC believes that such activity may violate any Trade Control Laws or CTC's own compliance policies, or (iv) you violate any of your obligations and commitments under these Terms or any Trade Control Law. You must notify CTC before providing any technical data to CTC that is controlled under any Trade Control Law.

CTC will not be liable to you for any loss or expense if you fail to comply with any Trade Control Law or with the provisions set forth in these Terms. You will indemnify, defend and hold CTC, its shareholders, ofﬁcers, directors, employees, representatives, agents, and Afﬁliates harmless from and against all claims, suits, actions, proceedings, debts, losses or liabilities (including attorney fees and expenses, whether incurred as the result of a third-party claim or a claim to enforce this provision), and damages arising out of your non-compliance with this Section 7 of these Terms, including your violation or alleged violation of any Trade Control Law. This Section 7(F) will survive the performance, expiration, or termination of this contract.

Warranties; DISCLAIMER:

Products are covered by the applicable warranty published by CTC at https://ctconline.com/about/warranties/ as applicable, or in its sales literature or product documentation from time to time (the "CTC Warranty"). THE CTC WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. TO THE EXTENT NOT PROHIBITED BY LAW, THE REMEDIES DESCRIBED IN THE CTC WARRANTY SHALL BE YOUR SOLE REMEDY AND CTC'S ENTIRE LIABILITY FOR ANY BREACH OF ANY WARRANTY RELATING TO THE PRODUCTS. EXCEPT FOR THE CTC WARRANTY, NEITHER CTC NOR ANY PERSON ON CTC's BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OR PERFORMANCE OF GOODS OR PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH, TO THE EXTENT, NOT PROHIBITED BY LAW, ARE EXPRESSLY DISCLAIMED. SOME STATES DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY. IN NO EVENT (A) SHALL CTC BE LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER CTC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) SHALL CTC'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR ANY PRODUCTS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL PURCHASE PRICE FOR THE PRODUCT(S) TO WHICH SUCH CLAIM RELATES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Assignment:

You may not assign your interest under these Terms (including by operation of law) without the prior written consent of CTC, which may be withheld at CTC's sole discretion.

Governing Law; Venue:

This Agreement is made under, and will be construed according to, the laws of the State of New York, without giving effect to any choice of law or conﬂict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. You hereby expressly and irrevocably consent to the personal jurisdiction and exclusive venue in the New York State Supreme Court for the County of Monroe or the U.S. District Court, Western District of New York for any lawsuit arising from or related to these Terms or the Products. You agree, waive all defenses relating to, and speciﬁcally consent to the jurisdiction and venue of such courts for the resolution of all disputes related to these Terms or the Products.

Entire Contract: These Terms contain the entire understanding of the parties and supersede all previous oral and written agreements, representations, or warranties relating to the subject matter hereof. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of CTC. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

Payment Terms: In the event that the Distributor fails to make any payment hereunder in full when due or to comply with any other term or condition of the Other Payment Terms, in addition to any other remedies CTC may have under this Agreement or applicable law, CTC shall have the right to immediately: (a) charge interest on all late payments calculated daily and compounded monthly, at the lesser of a monthly rate of two and one-half percent (2.5%) or the highest rate permissible under applicable law, (b) terminate the Other Payment Terms then in effect, (c) terminate this Agreement and/or (d) initiate a collection action or other legal proceeding against Distributor.