AMI Distribution LLC Terms of Purchase

1. These Terms Control

1.1 These Terms and the PO are the entire agreement between AMI and Seller for the goods on the PO. They supersede all prior agreements and discussions, and they govern and override any Seller quote, invoice, order confirmation, sale document, website terms or other Seller terms.

1.2 AMI rejects any Seller term that conflicts with, adds to or differs from these Terms. No such term binds AMI unless an authorized AMI representative agrees to it in a signed writing that specifically refers to these Terms.

1.3 Seller accepts these Terms by any of the following: accepting or acknowledging the PO, shipping or fulfilling any part of it, sending an invoice, accepting any deposit or payment, or otherwise working with AMI on the PO, or by any other means of acceptance recognized at law. No signature is needed.

1.4 Seller must check item numbers, descriptions, quantities, case packs, prices and terms on the PO and tell AMI in writing of any error before shipping.

2. Cancellation and Auto-Cancel

2.1 AMI may cancel the PO, in whole or in part, at any time and for any reason before AMI receives the goods, by notice to Seller (email is enough). AMI owes no cancellation fee, restocking fee or damages for doing so.

2.2 The PO is automatically cancelled on its Auto-Cancel date unless AMI agrees otherwise in writing. Goods shipped after the Auto-Cancel date without AMI's written approval may be refused or returned at Seller's cost.

2.3 AMI may also cancel the PO and reject the goods, at Seller's sole cost, if the PO is not filled or delivered in line with these Terms or AMI's delivery schedule.

3. Deposits and Refunds

3.1 If AMI cancels or does not proceed with the PO, or the PO auto-cancels, Seller must refund all deposits and other amounts AMI paid on it, in full and without deduction, within 14 days.

3.2 Seller holds every deposit for AMI's benefit until the goods are delivered and accepted. Seller may not offset a deposit against any other amount AMI may owe.

4. Delivery, Late or Short Shipments

4.1 Time of delivery is of the essence. Seller must deliver the exact quantities and items on the PO by the date stated.

4.2 Overages, shortages, backorders, substitutions, packaging changes and split shipments need AMI's prior written approval. AMI may refuse or return unapproved overages at Seller's cost.

4.3 If any goods ship late or short, AMI may, at its option, accept what was delivered and cancel the unshipped balance. Seller must refund any amounts paid toward the cancelled balance within 14 days. AMI may also pursue any other remedy in these Terms.

5. Shipping and Packing Requirements

5.1 At least 24 hours before shipment or pickup, Seller must email AMI a detailed packing list showing the PO number, item numbers, total units and total cases.

5.2 Every packing slip, bill of lading and invoice must reference AMI's PO number. A copy of the bill of lading must accompany Seller's invoice. Where AMI arranges freight or provides a bill of lading, Seller must ship using AMI's routing and bill of lading. Prepaid deliveries need a delivery appointment, or they may be refused.

5.3 Goods must be palletized, separated by SKU, in full case packs and in original factory-sealed cartons, unless AMI approves otherwise in writing. Mixed pallets, partial cases and exchange pallets (such as CHEP) need prior approval. Any labor, sorting or repalletizing costs caused by noncompliant shipments will be charged back to Seller.

5.4 All quantities are subject to AMI's final count on arrival. A driver's or receiver's signature on a bill of lading or delivery receipt does not confirm the quantity or condition of the goods.

6. Risk of Loss and Title

6.1 All risk of loss or damage stays with Seller until AMI physically receives the goods at AMI's designated location. This applies regardless of any Incoterms, FOB terms, shipping terms or other terms on Seller's invoice, sale document or shipping papers.

6.2 Title passes to AMI on the earlier of payment or delivery, free of all liens, claims and security interests.

7. Inspection, Rejection and Claims

7.1 Payment or receipt of goods is not acceptance. AMI may inspect the goods within a reasonable time after receipt and may reject any goods that are damaged, missing, nonconforming or in breach of Section 8.

7.2 AMI has 7 days after receipt to report damaged or missing product. Seller must then provide, as Seller chooses, a credit or a return for full refund. Seller pays all return freight and handling.

7.3 The 7-day period does not apply to hidden defects, counterfeit, diverted or noncompliant goods, title defects, short shelf life, or recalls, which AMI may claim whenever discovered. AMI may return excess or defective goods at Seller's sole cost.

8. Seller Warranties

Seller warrants that all goods:

(a) are authentic and genuine, and are not counterfeit, gray-market diverted, tampered with, altered, relabeled or repackaged;

(b) are first quality, brand new, U.S. retail-packed goods in original factory-sealed cases, in new saleable condition;

(c) are free of stickers, price tags, retailer names or other markings on any unit, inner pack or master case, unless AMI approves otherwise in writing;

(d) carry no restriction on where or to whom AMI may resell them, in any domestic or international market, unless disclosed to AMI in writing before the PO;

(e) are legal to sell in the United States and were made, imported, packaged, labeled and distributed in compliance with all applicable federal, state and local laws, including the Federal Food, Drug, and Cosmetic Act, the Nutrition Labeling and Education Act, FDA regulations, registrations and clearances, the Consumer Product Safety Improvement Act where it applies, and the Fair Labor Standards Act;

(f) are not adulterated, misbranded or improperly labeled;

(g) are owned by Seller with good and clean title, free of all liens and claims. If any goods are stolen or title is defective, AMI is entitled to a full refund of all amounts paid, plus its costs;

(h) have at least 18 months of remaining shelf life on delivery, unless AMI agrees in writing to a different minimum;

(i) match the PO and any approved sample, are merchantable, free from defects, fit for resale, and carry any required safety listing (such as UL) for electrical items; and

(j) are not subject to any recall, regulatory hold or safety notice at the time of shipment.

These warranties are in addition to, and do not replace, all warranties implied by the Uniform Commercial Code or otherwise available at law. They run to AMI, its successors, assigns and customers, and survive delivery, inspection, acceptance and payment.

9. California Proposition 65

For goods that may be sold in or shipped to California, Seller must either (a) notify AMI in writing before shipment that the goods require a Proposition 65 warning and supply a compliant, product-specific warning, or (b) certify that no warning is required. Seller will defend and indemnify AMI against all claims and costs arising from Seller's failure to do so.

10. Indemnity and Recalls

10.1 Seller will defend, indemnify and hold harmless AMI and its affiliates, owners, officers, employees, agents and customers from all claims, suits, judgments, losses, damages, fines, penalties, costs and attorney fees arising from or related to the goods, the PO, any recall or regulatory action, any infringement claim, or any breach of these Terms by Seller.

10.2 If any goods are recalled or withdrawn, Seller pays all recall costs, including customer refunds, freight, destruction and reasonable administrative costs, and refunds AMI the full price of the affected goods.

11. Non-Circumvention and Confidentiality

11.1 Seller will not, directly or indirectly, sell to, solicit or do business with any AMI customer or contact that Seller learns about through AMI, for 24 months after the last PO, without AMI's written consent.

11.2 Seller will keep AMI's pricing, customers, PO terms and details, and business information confidential, and will not disclose them to any third party except as needed to transport the goods or as required by law, court order or subpoena.

11.3 A breach of this Section causes AMI irreparable harm. AMI may seek injunctive relief without posting a bond, in addition to damages, including Seller's profits from the breach.

12. Pricing, Payment and Offset

12.1 Prices on the PO are firm and include all packaging and charges unless the PO says otherwise. No price increase or added charge binds AMI unless agreed in writing.

12.2 AMI may offset any amount Seller owes AMI, under this PO or any other PO or transaction, including refunds, credits and chargebacks, against any amount AMI owes Seller.

13. Limitation of AMI's Liability

AMI is not liable for any indirect, incidental, consequential, special or lost profit damages. AMI's total liability arising from or related to any PO will not exceed the total amount of that PO.

14. Governing Law and Arbitration

14.1 New Jersey law governs these Terms and every PO, without regard to conflict of law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

14.2 Any dispute arising under or related to the PO or the goods will be resolved only by final, binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, seated in New Jersey. Seller consents to personal jurisdiction in New Jersey and waives any objection to venue or an inconvenient forum. Judgment on the award may be entered in any court with jurisdiction. AMI may still seek injunctive relief in a New Jersey court.

14.3 In any arbitration or other proceeding, the prevailing party, whether AMI or Seller, recovers its reasonable attorney fees, arbitration fees, costs and expenses.

15. General

15.1 Remedies cumulative. AMI's rights and remedies under these Terms are in addition to all rights and remedies available at law or in equity.

15.2 No waiver. AMI's failure or delay in enforcing any term is not a waiver of that term or any other term. A waiver is effective only in a writing signed by AMI.

15.3 No assignment. Seller may not assign, delegate or subcontract the PO without AMI's written consent. AMI may assign its rights.

15.4 Severability. If any part of these Terms is held unenforceable, it will be enforced to the maximum extent allowed and the rest remains in full effect.

15.5 Changes. Only a writing signed by an authorized AMI representative that refers to these Terms can change them. AMI may update these Terms for future POs.

15.6 Survival. Sections 3 and 6 through 15 survive delivery, cancellation or completion of the PO.

15.7 Independent contractor. Seller is an independent contractor. Nothing creates a partnership or agency.