SupplyOne Standard Terms and Conditions of Sale

Last updated: October 1, 2026

WEBSITE TERMS

  1. Entire Final Agreement.

    These terms, Seller’s invoice to Buyer, and any terms and conditions set forth on Seller’s invoice to Buyer constitute the complete and exclusive terms (“Terms”) that govern the sale of goods by Seller to Buyer (the “Goods”). The Terms comprise the complete and exclusive agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications (whether written or verbal). These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Seller specifically rejects any proposed terms in Buyer’s purchase order and any different or additional terms and conditions. In the event of any inconsistency between the terms of this Agreement and any invoice issued by Seller, the terms and conditions of the invoice shall take precedence. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of Seller.

  2. Waiver.

    1. No waiver by Seller of any of the Terms is effective unless explicitly set forth in writing and signed by the Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    2. Seller’s waiver of any of the standard terms and conditions of sale in any instance shall be limited to that instance and shall not imply that Seller will waive such standard terms and conditions of sale on any future occasion.

  3. Assignment.

    Buyer shall not assign any of its rights or delegate any of its obligations under the Terms without the prior written consent of Seller. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves Buyer of any of its obligations under the Terms.

  4. Payment Terms.

    1. Terms of payment shall be as set forth on Seller’s invoice. If Seller’s invoice contains a prompt payment discount, Buyer must deduct such discount amount from its timely payment of the invoice or be forever barred from claiming such discount. Buyer shall not be entitled to deduct from the invoiced price the amount of any claim asserted against Seller without Seller’s written consent.
    2. Buyer shall pay interest on all late payments at the lesser of the rate of 5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for five days following written notice thereof.
    3. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.

  5. Delivery.

    1. The Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order subject to availability of finished Goods. Seller shall not be liable for any delays, loss, or damage in transit.
    2. Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to the delivery address set forth on Seller’s invoice using Seller’s standard methods for packaging and shipping such Goods.
    3. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.

  6. Non-Delivery.

    The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. Seller shall not be liable for non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within five days of the date when the Goods would in the ordinary course of events have been received. Any liability of Seller for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

  7. Quantity.

    If Seller delivers to Buyer a quantity of Goods of up to 2% more or less than the quantity set forth in Seller’s invoice, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in Seller’s invoice adjusted pro rata.

  8. Title and Risk of Loss.

    Title and risk of loss pass to Buyer upon delivery of the Goods to a carrier for transport or Buyer’s dock if Seller provides delivery services. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Pennsylvania Uniform Commercial Code.

  9. Inspection and Rejection of Nonconforming Goods.

    1. Buyer shall inspect the Goods within three days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents.
    2. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith if Seller directs Buyer to ship such Nonconforming Goods to Seller’s facility. If Seller exercises its option to replace Nonconforming Goods, Seller shall ship to Buyer the replaced Goods.
    3. Buyer acknowledges and agrees that the remedies set forth in this section are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under this section, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under these Terms to Seller.

  10. Limited Warranty.

    1. The Goods are warranted by Seller only to the extent of the original warranties provided to Seller by the original manufacturer of the Goods. Seller warrants to Buyer that any Goods manufactured by Seller and delivered to Buyer hereunder will be free from defects in material, workmanship and title when delivered. Claims for defects in materials will not be considered unless made in writing within thirty (30) days of receipt of the Goods, and unless Buyer promptly discontinues use of such Goods. Goods proving defective in the hands of Buyer, when used for purposes for which such material is intended, will be replaced or credit will be allowed for the price thereof at Seller’s option.
    2. THE FOREGOING WARRANTY IS EXCLUSIVE OF AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY WARRANTY OF PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND SUPERSEDES AND EXCLUDES ANY ORAL OR WRITTEN WARRANTIES OR REPRESENTATIONS, MADE OR IMPLIED IN ANY MANUAL, LITERATURE, ADVERTISING BROCHURE OR OTHER MATERIALS.

  11. Venue.

    Any legal suit, action, or proceeding arising out of or relating to the sale of goods contemplated by these Terms shall be instituted in (1) the United States District Court for the Eastern District of Pennsylvania, (2) in Delaware County Pennsylvania state court, or (3) the state or federal court in which the SupplyOne location responsible for fulfilling Buyer’s order resides. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

  12. Relationship of the Parties.

    The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  13. No Third-Party Beneficiaries.

    These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

  14. Limitation of Liability.

    1. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID TO SELLER FOR THE GOOD GIVING RISE TO SUCH CLAIM.

  15. Severability.

    If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

  16. Termination.

    In addition to any remedies that may be provided under these Terms, Seller may terminate the Terms with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.