SALE OF GOODS TERMS AND CONDITIONS

These Sale of Goods Terms and Conditions (these “Terms”) govern the sale of products, equipment, software, and related goods and services (collectively, “Goods”) by Centurion Technology Inc., a Delaware limited liability company (“Centurion”), to any purchasing party (“Customer”).
These Terms apply to and are incorporated into all quotes, proposals, and sales of Goods by Centurion. By issuing a purchase order, executing or approving a Centurion-issued quote, accepting delivery of Goods, or otherwise purchasing Goods from Centurion, Customer agrees to be bound by these Terms.
Centurion is a reseller of IT products and services, and Customer desires to purchase Goods from Centurion subject to these Terms.

The following Terms govern all sales of Goods by Centurion to Customer.

1. General. During the term of these Terms, Centurion shall sell to Customer the products, equipment, software, and other related goods and services manufactured and offered by third parties (collectively, “Goods”) set forth on a purchase order, which shall mean a document issued by Customer in response to a Centurion-issued quote, or by Customer’s signature or other approval of a Centurion-issued quote (in either case, a “Purchase Order”); provided, that in each case, Customer shall not amend any of the terms of the Centurion-issued quote. These Terms are incorporated into each Purchase Order and govern all sales of Goods by Centurion to Customer. These Terms supersede any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. Centurion expressly rejects Customer’s general terms and conditions of purchase, and fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions or serve to modify or amend these Terms. Placement of a Purchase Order by Customer is a prerequisite to the purchase of the Goods and shall operate as an acceptance of these Terms which are expressly incorporated into the Purchase Order. For clarity, these Terms apply to all transactions regardless of whether a separate written agreement is executed by the Parties.
2. Delivery. Centurion may accept any Purchase Order by confirming the order by written confirmation or invoice, or by delivering such Goods. The Goods will be delivered within a reasonable time after the receipt of Customer’s Purchase Order, subject to availability of the Goods, or such other date set forth on the Purchase Order. Delivery dates given by Centurion are estimates only and are subject to shipping variations and requirements. Centurion shall not be liable for any delays caused by any third party, including the manufacturers, providers, or distributors of the Goods. Unless otherwise agreed in writing by the parties, Centurion shall deliver the Goods to the address set forth in the Purchase Order (the “Delivery Point”) using Centurion’s standard methods for packaging and shipping such Goods. Customer is responsible for fees associated with not taking timely delivery of the Goods, such as storage fees. Centurion may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Customer’s purchase order.
3. Title and Risk of Loss. Title and risk of loss pass to Customer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Customer hereby grants to Centurion a lien on and security interest in and to all of the right, title, and interest of Customer 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. Customer shall be the final purchaser and end-user of all Goods, and will acquire all Goods solely for its own internal use and not for resale, remarketing, or distribution.
4. Inspection. Customer shall inspect the Goods within five days of receipt (“Inspection Period”). Customer will be deemed to have accepted the Goods unless it notifies Centurion in writing of any Nonconforming Goods (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Centurion. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in the Purchase Order, or (ii) product’s label or packaging incorrectly identifies its contents. If Customer timely notifies Centurion of any Nonconforming Goods, Centurion 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 third-party shipping and handling expenses actually incurred and paid by Customer in connection therewith. Customer shall ship, at Centurion’s expense and risk of loss, the Nonconforming Goods to Centurion’s facility as directed by Centurion. If Centurion exercises its option to replace Nonconforming Goods, Centurion shall, after receiving Customer’s shipment of Nonconforming Goods, ship to Customer, at Centurion’s expense and risk of loss, the replaced Goods to the Delivery Point. Customer acknowledges and agrees that the remedies set forth in this Section 4 are Customer’s exclusive remedies for Nonconforming Goods. Except as provided in this Section 4, all sales of Goods to Customer are made on a one-way basis and Customer has no right to cancel, return, or obtain a refund for Goods purchased under these Terms.
5. Price. Customer shall purchase the Goods from Centurion at the prices (the “Prices”) set forth in the Purchase Order. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, and taxes; provided, that Customer shall not be responsible for any taxes imposed on, or with respect to, Centurion’s gross revenue. Packaging and shipping costs shall be Customer’s responsibility, are not included in the Prices, and shall be invoiced as a separate item. Notwithstanding anything contained in these Terms to the contrary, Prices are based on current OEM and distributor costs, lead times, and market conditions as of the date of the Purchase Order. Due to ongoing supply chain volatility, component constraints, and OEM pricing adjustments, all pricing is subject to change until shipment of the actual Goods, and Centurion reserves the right to adjust Prices prior to shipment. Any such increases will be passed through to Customer. OEM pricing approvals, discounts, and special pricing are valid only through the stated booking window (if applicable) and do not constitute a guarantee of final invoiced pricing. Final pricing will be confirmed at time of shipment. Centurion will make reasonable efforts to notify Customer of any material pricing changes prior to shipment.
6. Payment Terms. Customer shall pay Centurion all invoiced amounts due within thirty days after the date of Centurion’s invoice. All payments hereunder shall be in US dollars and made by wire transfer of immediately available funds. Customer shall pay interest on all late payments at the lesser of the rate of 2% per month or the highest rate permissible under applicable law. Customer shall reimburse Centurion for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Centurion does not waive by the exercise of any rights hereunder), Centurion shall be entitled to suspend the delivery of any Goods if Customer fails to pay any amounts when due hereunder and such failure continues for ten days following written notice thereof. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Centurion, whether relating to Centurion’s breach, bankruptcy, or otherwise.
7. Limited Warranty. Centurion warrants to Customer that Customer will receive good and valid title to the Goods, free and clear of all encumbrances and liens; provided, however, that in the event that the Goods are associated with a license (such as for software), Customer obtains no ownership therein, but merely a valid license to use such Goods for the applicable subscription term. Some manufacturers or providers of certain Goods (an “OEM”) may require the end user customer (i.e. Customer) to assent to an end user license agreement or similar agreement (“EULA”) in connection with the purchase and use of such Goods; in each such case, Customer understands and acknowledges that: (i) the EULA is entered into solely between Customer and the OEM, (ii) Centurion is not a party to the EULA, (iii) representations and warranties relating to the Goods are made solely by the OEM, and (iv) by purchasing the Goods, Customer is indicating its assent to the EULA applying thereto (unless Customer has separately negotiated a EULA with the OEM, in which case such EULA shall apply).
8. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7, CENTURION MAKES NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY CENTURION, OR ANY OTHER INDIVIDUAL OR ENTITY ON CENTURION’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 7 OF THESE TERMS. TO THE EXTENT THAT THE CUSTOMER HAS ANY WARRANTY CLAIM WITH RESPECT TO THE GOODS, SUCH CLAIM MAY BE MADE SOLELY WITH THE APPLICABLE OEM OF SUCH GOODS, PROVIDED THAT CENTURION SHALL PROVIDE CUSTOMER WITH REASONABLE ASSISTANCE IN FILING ANY SUCH CLAIM WITH SUCH OEM.
9. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO CENTURION PURSUANT TO THESE TERMS IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. Compliance with Law. Customer shall at all times comply with all laws applicable to the operation of its business, these Terms, Customer’s performance of its obligations hereunder, and Customer’s use of the Goods. Without limiting the generality of the foregoing, Customer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Goods and (b) not engage in any activity or transaction involving the Goods, by way of shipment, use, or otherwise, that violates any law.
11. Waiver. No waiver by a Party of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by such Party. 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.
12. Confidential Information; Use of Name. From time to time during the term of these Terms, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party, whether disclosed orally or in writing, before or after the effective date of these Terms, and whether or not marked or otherwise designated as confidential, including but not limited to information relating to the Disclosing Party’s customers, potential customers, suppliers, financial and business information, technological information, specifications, business and product plans, the terms and conditions of these Terms, and any other non-public information disclosed (collectively, “Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s affiliates and its or their employees, officers, directors, shareholders, partners, members, and attorneys who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms; provided, however, that the Receiving Party shall be liable for any disclosure by such parties. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. Customer hereby allows Centurion, during the term, (i) to use Customer’s name, logo, and trademarks (the “Customer Marks”) to allow Centurion to publicize that Customer is a customer of Centurion, in marketing materials and media, such as on Centurion’s website, in press releases, and in advertisements, and (ii) to publicly disclose the nature of the Goods provided to the Customer for promotional and marketing purposes, such as in case studies, blog and social media posts, press releases, and presentations. Centurion shall comply with any written usage guidelines that the Customer may provide from time to time regarding the use of the Customer Marks. Centurion’s use of the Customer Marks does not create any ownership right therein and all rights not granted to Centurion are expressly reserved by Customer. Customer may terminate Centurion’s rights to use Customer Marks at any time upon written notice to Centurion.
13. Term and Termination. The term of these Terms commences upon Customer acceptance as set forth herein and continues unless and until terminated as provided in these Terms. Either party may terminate these Terms at any time, for any reason or no reason, with 30 days’ written notice to the other Party. In addition to any remedies that may be provided in these Terms, either Party may terminate these Terms with immediate effect upon written notice to the other Party if such other Party 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. In the interest of clarity, no termination of these Terms shall affect any obligations of the Parties incurred prior to the effective date of such termination, such as either Party’s obligations to comply with Purchase Orders placed prior to such termination.
14. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, or epidemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party.
15. Assignment. Customer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Customer without the prior written consent of Centurion. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under these Terms.
16. Entire Agreement; Amendment. These Terms, including and together with any related exhibits, schedules, attachments and appendices, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. 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 each Party.
17. 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.
18. No Third-Party Beneficiaries; Interpretation. These Terms benefit solely the Parties to these Terms. Nothing in these Terms, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. These Terms are the result of negotiations between, and have been reviewed by each of, the Parties hereto and their respective counsel, if any. Accordingly, these Terms shall be deemed to be the product of both Parties hereto, and no ambiguity shall be construed in favor of or against any one of the Parties. These Terms may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of these Terms delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of these Terms.
19. Governing Law; Jurisdiction. These Terms are governed by, and construed in accordance with the laws of the State of Maryland without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts of the State of Maryland. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
20. Notices. All notices shall be in writing and addressed to the parties at the addresses set forth on the face of the Purchase Order or to such other address for either party as that party may designate by written notice. All notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested).
21. Severability. If any term or provision of these Terms is determined to be 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.

Acceptance

These Terms are accepted and become binding upon Customer upon the earliest of: (i) Customer’s issuance of a Purchase Order; (ii) Customer’s approval or execution of a Centurion-issued quote; (iii) acceptance of delivery of Goods; or (iv) payment for Goods.