Terms of Service 1

SEMS LLC TERMS AND CONDITIONS OF SALE

These Terms and Conditions ("Agreement") govern all sales of products and services by SEMS LLC ("SEMS," "we," or "us") to the purchaser ("Buyer"). By placing an order or accepting delivery of any products or services, Buyer agrees to be bound by this Agreement.

1. Acceptance All orders are subject to acceptance by SEMS. No order shall be binding upon SEMS until confirmed in writing. SEMS reserves the right to refuse or cancel any order at its discretion.

2. Pricing and Payment All prices are as quoted by SEMS and are subject to change without notice prior to order confirmation. Payment terms are 50% with order / 50% prior to shipment unless otherwise agreed in writing. SEMS reserves the right to charge interest on overdue balances at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is less. Buyer is responsible for all applicable taxes, fees, and duties.

3. Delivery Delivery dates provided by SEMS are estimates only and are not guaranteed. SEMS shall not be liable for delays caused by circumstances beyond its reasonable control, including but not limited to manufacturer delays, supply chain disruptions, labor disputes, or acts of God. Risk of loss transfers to Buyer upon delivery to the carrier or job site.

4. Installation Unless otherwise agreed in writing, SEMS is not responsible for installation of equipment. Any installation services arranged through SEMS, including those performed by third-party contractors in SEMS's network, are subject to separate agreement and the terms of the applicable contractor.

5. Warranties SEMS passes through to Buyer any warranties provided by the original equipment manufacturer. SEMS makes no independent warranties, express or implied, regarding any products sold. ALL PRODUCTS ARE SOLD "AS IS" EXCEPT AS EXPRESSLY PROVIDED BY THE MANUFACTURER'S WARRANTY. SEMS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability In no event shall SEMS be liable for any indirect, incidental, special, or consequential damages arising out of or related to any sale, including but not limited to lost profits, loss of business, or equipment downtime. SEMS's total liability to Buyer for any claim shall not exceed the purchase price of the product or service giving rise to the claim.

7. Returns and Cancellations Orders for standard stocked products may be returned within 30 days of delivery in original, unused condition, subject to a restocking fee. Special-order, custom, or configured equipment is non-returnable and non-cancellable once the order has been placed with the manufacturer. All returns require prior written authorization from SEMS.

8. Financing Any financing offered in connection with a sale is subject to the terms and conditions of the applicable financing agreement between Buyer and the lending institution. SEMS is not a lender and makes no representations regarding the terms, availability, or approval of any financing.

9. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the state in which SEMS is domiciled, without regard to conflict of law principles. Any disputes arising under this Agreement shall be resolved in the courts of that state, and Buyer consents to personal jurisdiction therein.

10. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the sale of products and services and supersedes all prior discussions, representations, or agreements. No modification of this Agreement shall be binding unless made in writing and signed by an authorized representative of SEMS.