Terms of Use and Sale

Placing an order constitutes acceptance of the conditions of sale stated herein at the time of sale. Such terms and conditions may be amended or changed from time to time by WYNIT without notice. References to “WYNIT”, “we” or “our” hereinafter shall mean WYNIT Distribution LLC and the terms “customer”, “you” and “your” shall mean WYNIT’s customer, the applicant on this credit application.

SALES TERMS

WYNIT requires the following information to ship orders:

a) a completed and signed new account credit application,

b) a valid sales tax resale certificate or a signed Multi-State Sales Tax Exemption and Resale Certificate, and

c) verification and validation that the customer’s business is an industry-related business in good standing.

Orders cannot be taken until the above qualifiers are obtained by WYNIT. First-time orders will be expedited when accompanied by a qualified resale certificate and new account credit application.

CREDIT TERMS

After all qualifiers are met to become a WYNIT customer as stated in the terms above, WYNIT offers the following credit terms based on your qualifications:

Net Terms

Net terms are available pending approval of a completed and signed credit application. For credit limits exceeding $50,000, your current financial statements are required. Allow WYNIT three (3) days for processing of your credit application. WYNIT’s standard terms are 30 days from invoice date, though your payment terms will depend on your credit qualifications.

ACH/Wire Transfer

ACH and wire transfers are acceptable means of payment with WYNIT. Wire transfers can expedite drop shipments and rush orders. Wire transfers can be arranged with your bank’s customer service department. Please contact our credit department at 1-800-999-9648 for account and routing information.

COD Company Check

This is a method of payment on delivery with your company’s checks. COD company checks are accepted pending approval of a signed and completed credit application.

COD Certified Check

This is a method of payment based on delivery with certified funds or money order. C.O.D. certified funds are accepted via bank-issued cashier’s check or money order for new customers. Drop ship and special order items are not available to customers under these payment terms.

Letter of Credit

A Letter of Credit is a document issued by your bank that essentially acts as an irrevocable guarantee of payment to a beneficiary. This means that if you do not perform your obligations, your bank pays WYNIT based on a documented draw down of the letter of credit. Please contact the WYNIT credit department for more information.

Assignment of Proceeds

Must meet minimum order requirements. Please contact our credit department for details.

WYNIT is willing, if approved, to offer an Assignment of Proceeds program. Generally this is used when a reseller wins a large bid that his/her own credit line cannot accommodate. If we are not familiar with your end-user we reserve the right to review them to see if they qualify for the amount of credit required. Before an order can be shipped, we require a copy of the following:

Purchase Order: The Purchase Order is required to be able to verify The Order directly to the end user before shipping.

Joint Remit Agreement: This must be signed by the end user stating that they agree to the terms and conditions of payment to WYNIT.

Power of Attorney: Since checks will be made out to you, we require a power of attorney in order to cash them and send you the profit.

Joint Purchase Agreement

Must meet minimum order requirements. Please contact our credit department for details.

WYNIT is willing, if approved, to offer a Joint Purchase Agreement program. Generally this is used when a reseller wins a large bid that his/her own credit line cannot accommodate. If we are not familiar with your end-user we reserve the right to review them to see if they qualify for the amount of credit required. Before an order can be shipped, we require a copy of the following:

Purchase Order: The Purchase Order is required to be able to verify the order directly to the end user before shipping.

Joint Remit Agreement: This must be signed by the end user stating that they agree to the terms and conditions of payment to WYNIT.

Power of Attorney: Since checks will be made out to you, we require a power of attorney in order to cash them and send you the profit.

Floor Planning

Must meet minimum order requirements. Please contact our credit department for details.

Floor Planning financing is available for those who qualify. Through one of our finance partners, you can easily finance your store inventory.

GE Commercial Distribution Finance

IBM Credit

Credit Card

Major credit cards are accepted, including Visa, Mastercard and American Express. Such credit terms require a signed Credit Card Authorization on file and will only be accepted from persons authorized by the card holder to place such orders.

PAYMENT TERMS

Unless otherwise agreed in writing by WYNIT, products will be invoiced upon shipment, Ex Works WYNIT. All net terms are calculated from invoice date. Any invoices outstanding for more than thirty (30) days from invoice date shall be subject to a late payment fee of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is lower. A $30 fee will be charged for all returned payments. In addition, we reserve the right to require prepayment or C.O.D. payment terms from any customer whose account is overdue for a period of more than thirty (30) days or who has an unsatisfactory credit or payment record. We may also refuse to sell to any customer until overdue accounts are paid in full. If you fail to make any payment when due, in addition to all other sums payable hereunder, you agree to pay us the reasonable costs and expenses incurred by us in connection with any actions taken to enforce collection of such unpaid amounts and to protect our rights hereunder, whether by legal proceedings or otherwise, including without limitation, reasonable attorneys’ fees, court costs, and other expenses.

Payments may be made by personal or business check, cashier’s check, credit card (VISA, M/C and AMEX), electronic funds transfer, wire transfer, letter of credit, and under a pre-approved assignment of proceeds, joint purchase agreement or floor financing plan. Please contact WYNIT’s accounting department at 800-999-9648 for wire or ACH instructions.

If you are approved for net terms credit by WYNIT, Wynit will not accept credit card usage from you unless you agree to pay WYNIT a three percent (3%) transaction fee.

INACTIVE ACCOUNTS

All accounts with no activity for twelve (12) months or greater will be closed. In order to reactivate the account, a new credit application will be required.

MANUFACTURER AUTHORIZATION

Some WYNIT suppliers require the customer to be authorized to resell their product or prohibit some of their products to be sold on the internet. WYNIT will inform Customer if Customer must remove a product or product line from Customer’s website. Customer agrees to immediately honor WYNIT’s request. Failure to honor WYNIT’s request may result in immediate legal action and Customer’s account being closed immediately.

TAXES

Customer is responsible for any and all local, state and/or federal taxes or other similar sales or use taxes arising from Customer’s purchase and re-sale. WYNIT is not responsible for any taxes associated with any sale to Customer or delivery on Customer’s behalf. Customer agrees to indemnify and hold WYNIT harmless for any and all tax liabilities that may arise from any purchase made from WYNIT. Customer is responsible for any and all sales tax, including any and all state, Federal, sales, use, or other taxes arising from Customer’s purchase of product, regardless of when tax may be assessed.

ORDERS

Your processing of a purchase order to WYNIT by any and all means of communication does not signify WYNIT’s acceptance of your order, nor does it constitute confirmation of WYNIT’s offer to sell. WYNIT reserves the right at any time after receipt of your order to accept or decline your order for any reason and without any prior notice. WYNIT reserves the right to obtain pre-approval with an acceptable method of payment, or require additional verifications or information before accepting any order. WYNIT does not have a minimum order threshold, but orders less than $100.00 are subject to a minimum order fee of $2.50.

Title and risk of loss for any purchases will pass to you upon shipment from our docks, Ex Works WYNIT. We reserve the right to ship partial orders, and the portion of any order that is partially shipped may be charged separately at the time of shipment.

SPECIAL ORDERS

If a customer requests a non-stock item, such request must be made in writing accompanied by a fifty percent (50%) deposit. Upon receipt of such funds, WYNIT will place the order with the manufacturer. Upon shipment of the goods, the remaining charges, including merchandise, freight, etc., will be charged to the customer’s account.

Special orders are not eligible for returns or cancellations.

PRICING

We reserve the right, at any time, to change our prices and billing methods for products sold, effective immediately upon notification to you. All prices are Ex Works WYNIT unless stated otherwise. WYNIT shall not price protect any product for any reason unless previously agreed with you prior to WYNIT accepting the order.

RETURNS

WYNIT must be notified by you within twenty-four (24) hours after receipt of all damaged products and shortages. You are responsible for the cost of freight and related expenses for any returns. The following products may not be returned:

a) discontinued products, closeouts, special order products and consumables

b) products for which WYNIT’s manufacturers will not accept returns

c) products not purchased from WYNIT

d) opened products, products which require re-boxing, or products in an unsuitable resale condition

e) products that have undergone revisions without being assigned a new part number by the manufacturer

All returns must have the complete WYNIT Return Authorization number (RA#) prominently displayed on your shipping label in order to be received in WYNIT’s warehouses. If the RA# is not visible, your shipment may be refused. DO NOT place shipping labels or write RA#s on the outside of the suppliers’ boxes, since products must be in a resalable condition in order for you to receive credit for the return. You must re-box all returns in appropriate shipping cartons and all original packaging must be returned with the product.

Returns are usually for replacement only. If replacement credit is issued by WYNIT, the credit will be issued at the original purchase price or current selling price, whichever is lower. All non-defective returns are subject to a fifteen percent (15%) restocking fee. WYNIT reserves the right to require you to return the defective products directly to the manufacturer for replacement. Returns will be processed based on original payment terms. WYNIT does not offer cash refunds on returned merchandise.

WYNIT will not accept any returns ninety (90) days after sale, regardless of reason.

Please allow one week for return processing.

Contact the WYNIT Customer Service Department at 1-800-469-9648 for a Return Authorization number. ALL Return authorizations expire thirty (30) days after issuance by WYNIT.

SHIPPING AND FREIGHT

Orders received by 5:00 p.m. CST will be shipped same-day for qualifying customer types. WYNIT is subject to the carrier’s pick-up availability. Exclusions from same-day shipping by 6:00 p.m. CST could include, but are not limited to: a) out of stock product b) special orders c) shipments using an LTL service.

WYNIT will ship orders via Federal Express (FedEx) standard ground service (or competitive service determined by WYNIT) unless otherwise requested by Customer. Customer may also select Next Day, 2nd Day, or 3rd Day delivery under certain conditions. WYNIT can ship USPS but will only do so at Customer’s written request. These packages are uninsured and all losses are Customer’s sole responsibility.

WYNIT ships orders to the United States, Canada, U.S. Virgin Islands, and Puerto Rico only. Orders shipping to U.S. Virgin Islands and Puerto Rico must ship via Next Day Air, 2nd Day Air or United States Postal Service (USPS) Priority Mail.

Hazardous materials cannot be shipped by any other method than a Ground Service. These materials cannot be shipped to Alaska, Hawaii or Puerto Rico for any reason, regardless of ship-to information.

Shipments not qualifying for free freight are subject to shipping rates, accessorial surcharges and other fees as applicable. Additional charges could also be assessed that may include fuel surcharges and dimensional/ oversize fees, when required by carriers’ regulations. All such charges as mentioned herein, along with any insurance costs, are calculated and added to the invoice total and are non-refundable.

Should you, WYNIT’s customer, request your order be shipped to Canada and/or Mexico, WYNIT is neither responsible nor liable for any taxes, duties, fees, or other charges that may be associated with the processing of such North American Free Trade Agreement shipments. All such charges and requirements are the sole responsibility of the customer. You may receive a separate invoice for these charges from a freight forwarder, shipping company, or other third party.

You or the recipient must inspect orders shipped via truck lines for shipping damage prior to acceptance of the shipment.

WYNIT will assess each shipment a freight charge that will include the published residential carrier shipping rate for the particular weight, zone and size, along with accessorial surcharges, insurance charges and other fees as applicable. All shipments may be subject to dimensional and oversize freight charges as well as appropriate fuel surcharges. Shipping fees are non-refundable to the Customer.

WYNIT reserves the right to ship oversized products via truck lines.

REFUSALS

If an order is refused for any reason, WYNIT will be compensated for all shipping charges, including any C.O.D. fees, as well as a 15% restock fee. Such compensation must be received before any other orders are released for the customer. Damages are the responsibility of the carrier once the shipment is delivered to the carrier. Customers must make damage claims directly to the carrier within 10 days of receipt of the order. All boxes and packaging material are necessary when filing a claim. Contact a WYNIT customer service representative at 1-800-469-9648 for assistance. Visible damage claims must be clearly noted on the delivery receipt/bill of lading as proof the damage or tampering occurred prior to delivery. Such damages must be reported within 24 hours, with documented proof otherwise claim and/or credit may be denied. To ensure full credit, original packaging, manuals and shipping boxes must be retained for inspection.

INDEMNITY/LIMITATION OF LIABILITY

You agree to indemnify and hold WYNIT and its affiliates, and their officers, directors, members, predecessors, successors in interest, employees, agents, subsidiaries and affiliates (“Indemnified Persons”), harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees and expenses), made against WYNIT by any third party due to or arising out of or in connection with your Content or use of the Site in violation of these Terms. In no case shall WYNIT be responsible to you for any special, indirect, incidental, consequential, exemplary and/or punitive damages arising out of WYNIT’s performance or non-performance under this Terms of Use and Sale and any sales or non-sale to you arising therefrom; in any case, WYNIT shall not be responsible for any claims or damages to you that exceed the total invoiced value of WYNIT’s products to which your claim or damages applies.

JURISDICTION AND VENUE

You agree that this Agreement and the relationship between you and WYNIT will be governed by the laws of the State of New York, without regard to the conflict of laws principles thereof, and that venue with respect to any dispute between you and WYNIT will rest exclusively in the courts of Onondaga County and the federal district court for the Northern District of New York. You agree that the United Nations Convention on the International Sale of Goods will not apply to these Terms or the Services.

MISCELLANEOUS

These Terms constitute the entire agreement between you and WYNIT and govern your use of the Services. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. The failure of WYNIT to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or condition. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services or these Terms must be filed within one year after such claim or cause of action arose.

Revision 8.14.12