DSG GENERAL TERMS AND CONDITIONS 

All sales of material or equipment (collectively, “merchandise”) are expressly conditioned upon the terms and conditions set forth below.  These Terms and Conditions shall prevail over any additional or different terms or conditions set forth in the purchase order of the entity identified as the purchaser on such purchase order (“Purchaser”, “you” or “your”) or in any similar such documents or communications.  Any such terms are hereby objected to and shall not be binding upon DSG (“DSG”, “we”, “us” or “our”) or otherwise effective unless consented to in writing by an officer of DSG.

PRICE QUOTATIONS
All quotations are made in accordance with our interpretation of the plans and specifications provided by Purchaser. Quotations we may provide include only the merchandise listed and are subject to correction for errors. Deviations in quantities may modify prices quoted. Quotations are void unless accepted by Purchaser in writing within thirty (30) days after the date thereof, unless stated otherwise in the quotation or we expressly agree in writing to extend the date by which you may accept the quotation. Any orders resulting from quotations are subject to the approval of our credit department. In case of a price increase, any unfilled portion of any order will be billed at the price in effect at the time of shipment unless expressly stated otherwise in the quotation. All merchandise specified in quotations shall be within the limits and sizes of the manufacturer and shall be subject to standard manufacturing practices. Purchaser’s possession of a quotation does not constitute an offer to sell by us.

SALE PRICES AND TERMS
Unless otherwise noted, all prices are subject to change without notice. Payment terms are as stated on each invoice. Unless otherwise expressly stated by DSG in writing, sales are F.O.B. point of shipment when a third-party carrier is used, with title and risk of loss or damage passing to Purchaser upon DSG’s delivery to the carrier at the point of shipment. Sales are F.O.B. destination when delivery is made by a DSG delivery vehicle, with title and risk of loss or damage passing to Purchaser at the point of delivery. If Purchaser is to inspect or test merchandise, Purchaser shall arrange to inspect and accept such merchandise at the point of shipment, before shipment commences.

TAXES
In addition to the purchase price, the Purchaser shall pay any federal, state, and local sales, excise, use or other taxes arising from the sale or delivery of the products or the use thereof, unless an appropriate exemption certificate is provided to DSG.

PAYMENT
Each shipment or delivery shall be deemed to have been sold under a separate and independent contract. If, in our judgment at the time the merchandise is ready for shipment, the Purchaser is unwilling or unable to perform its payment obligations in connection with the sale hereunder, we may suspend our performance to the extent that we have not already received the agreed purchase price and may make written demand upon the Purchaser for adequate security for its performance (including cash payment in advance), and the failure of the Purchaser to supply such security within fifteen (15) days after the date of such demand shall constitute Purchaser’s repudiation of the sale agreement.

SERVICE CHARGE
A monthly service charge not to exceed the highest rate allowed by applicable state law will be applied to all past due accounts.

CLAIMS
We can offer you reasonable assistance in the prompt filing of reports or claims for adjustments for merchandise lost or damaged during shipment by a third-party carrier, however, the ultimate responsibility for filing any such reports or claims is assumed by you.

DELIVERY
We shall not be liable for failure to deliver or for delays in delivery or performance due to: (1) causes beyond our reasonable control, or (2) acts of God, acts of Purchaser, acts of civil or military authority, priorities or other governmental allocations or controls, pandemics, fires, strikes or other labor difficulties, riots and other civil disturbances, delays in its usual source of supply, delays in transportation, or (3) any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay.

CANCELLATIONS
Purchaser may cancel an order only with our prior written consent, and we reserve the right to condition such consent on the payment to us of reasonable cancellation charges.

RETURNED GOODS/RESTOCKING
DSG recognizes that there may be an occasional need to return purchased merchandise. To be assured a prompt credit to your account. Please supply the following information:

• Original invoice number and date (or copy of invoice)
• Product number and description
• Reason for return

The following merchandise does not qualify for a credit:

• Overages from shipments purchased with negotiated pricing
• Merchandise not purchased from us
• Merchandise not in salable condition
• Merchandise returned without original packaging/cartons
• Special order merchandise that we cannot return to the manufacturer
• Obsolete or close-out merchandise
• Damage or shortage claims made more than forty-eight (48) hours from your receipt of merchandise
• Merchandise for which more than one hundred twenty (120) days has elapsed since the date of invoice.

STOCK MERCHANDISE
There is generally no restocking charge for stock merchandise (i.e. merchandise that is regularly stocked by DSG) returned within thirty (30) days of the invoice date. You will be charged a restocking fee for stock merchandise returned more than thirty (30) days after the invoice date, as follows:

• Stock merchandise returned from thirty-one (31) to ninety (90) days after the invoice date: ten percent (10%) restocking charge
• Stock merchandise returned from ninety-one (91) to one hundred twenty (120) days after the invoice date: twenty-five percent (25%) restocking charge
• Stock merchandise is not eligible for return more than one hundred twenty (120) days after the invoice date

NON-STOCK MERCHANDISE
All sales of non-stock merchandise (i.e. merchandise that is not regularly stocked by DSG, including but not limited to specially ordered merchandise) are considered final. DSG, at its discretion, may make a special request for return authorization on your behalf to the manufacturer of non-stock merchandise. The non-stock merchandise cannot be returned by you unless and until authorization is given by the manufacturer and the terms and conditions of the return have been agreed upon by all parties. If a return is authorized, the following will apply:

• A minimum restocking charge of twenty-five percent (25%), which may be higher depending on the return terms offered by the manufacturer

• A charge for any additional handling fees and all related freight charges

In the case of such a return, credit will be issued to you promptly after we receive credit from the manufacturer.

WARRANTIES
We are neither the manufacturer nor the agent or representative of the manufacturer of the merchandise sold herein. Merchandise distributed by us is the product of the manufacturer and is sold under its respective brand or trade name. EXCEPT AS TO TITLE, WE MAKE NO WARRANTIES, EITHER WRITTEN, ORAL, IMPLIED OR STATUTORY, RELATING TO ANY MERCHANDISE DISTRIBUTED BY US. NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. Purchaser shall rely only upon those warranties or guaranties made by the manufacturer of said merchandise, for which we assume no responsibility.

LIMITATION OF LIABILITY
Our liability for any claim of loss or damage arising out of sales contracts or from the performance or breach therefore or connected with the supplying of merchandise thereunder, or its sale, resale, operation or use, whether based on warranty, contract, negligence or other grounds, shall not exceed the price of such merchandise or part thereof involved in the claim. We shall not, under any circumstances, be liable for any labor charges unless agreed upon in advance in writing by an authorized officer of DSG.

EXCLUSION OF DAMAGES  
IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, including, but not limited to Purchaser’s loss of profits or revenue, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Purchaser for any such damages.

CONFIDENTIALITY  
All information furnished by DSG and Purchaser, including the existence of any order, shall be confidential, and the recipient of any such information shall not disclose it to any other person or use such information for any purpose other than performing pursuant to an order, without the prior written consent of the other party.   Upon either party’s request, the other party agrees to promptly to return any documents or other tangible materials containing and/or embodying any confidential information (including, without limitation, all copies, reproductions, summaries and notes of the contents thereof), and certify that all such confidential information has been returned to the requesting party or otherwise disposed of in a manner approved in writing by the requesting party.  

ASSIGNMENT
Any assignment of any contract involving an order, or any rights thereunder, by the Purchaser without our prior written consent shall be void.

GENERAL
All orders are subject to our written acceptance. These Terms and Conditions constitute the entire sales contract between DSG and Purchaser with respect to the merchandise and supersede any and all prior and contemporaneous oral or written understandings between the parties relating thereto. No representation, affirmation of fact, promise or condition in connection therewith, course of dealing, course of performance, or usage of trade not expressly set forth herein shall be of any force or effect or binding upon any party.  If any part of these Terms and Conditions shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legal constituted body having the jurisdiction to make such determination, the remainder of these Terms and Conditions shall remain in full force and effect.  No waiver, alteration or modification of any of the provisions hereof shall be binding on us unless in writing and signed by one of our officers or other authorized representatives.

Our failure or delay to insist upon your strict performance of any terms or conditions herein or to exercise in any respect any right, power or remedy, or our waiver of any breach hereunder shall not operate as our waiver or relinquishment thereof, nor shall any single or partial exercise of any right, power or remedy by us preclude our other or further exercise thereof, or our exercise of any other right, power or remedy.  All sales contracts for merchandise entered into by DSG and Purchaser shall be construed and governed by the laws of the State of Minnesota.  With respect to any dispute, controversy or claim arising out of or relating to these Terms and Conditions or sales of merchandise hereunder, the parties agree and consent to the exclusive jurisdiction and venue of the applicable state and federal courts in the State of Minnesota and waive any objections to such venue based on inconvenient forum or otherwise.