Terms & Conditions

SAGE PARTS PLUS, INC.

Website Terms of Use PDF  |  Terms and Conditions of Sale PDF

 

Website Terms of Use

Last Updated: November 1, 2015

Acceptance of the Terms of Use

 

These terms of use are entered into by and between each user of this web site (“you”) and Sage Parts Plus, Inc. ("Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, ]these "Terms of Use"), govern your access to and use of www.sageparts.com and esage.sageparts.com, including any content, functionality and services offered on or through www.sageparts.com and esage.sageparts.com (collectively, including all pages and contents thereof, the "Website"), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at http://www.sageparts.com/privacy-policy.shtm, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You should check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user ID, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You are responsible for maintaining the confidentiality of your user ID and password and for all activities in connection with your user ID and password. Each user ID is for the sole use of the customer to which such user ID is assigned, and customers may not authorize any person or entity other than their own employees to use their account or user ID and may not assign or otherwise transfer their account or user ID to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, and access to the Website, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

  • Download, transmit, distribute, redistribute, transfer, replicate, publish, post, print, copy, modify, alter or disclose any illustrations, photographs, video or audio sequences, graphics, information, data, specifications, text, or other materials from the Website.
  • Use any illustrations, photographs, video or audio sequences or any graphics for any purpose other than reviewing information presented on the Website and ordering goods from us.
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you Download, transmit, distribute, redistribute, transfer, replicate, publish, post, print, copy, modify or disclose or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

The Website contains illustrations, photographs, specifications, part numbers and other materials and information that is not available from other sources (“Sage Proprietary Information”). If through your access the Website you view or access Sage Proprietary Information pertaining to goods offered for sale by us and subsequently purchase from any third party any goods as to which such Sage Proprietary Information pertains, we shall have the right to require you to pay to us, on demand, the amount that you would have paid to us for such goods had you purchased them from us.

Trademarks

Sage Parts Plus, Inc, eSage, Hi-Way Inc., CREG International, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses, user IDs or passwords associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
  • Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Website.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website.

Monitoring and Enforcement; Termination

We have the right to:

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  • Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Online Purchases and Other Terms and Conditions

All purchases through our site or other transactions for the sale of goods formed through the Website or as a result of visits made by you are governed by our Terms of Sale, which are hereby incorporated into these Terms of Use.

Additional terms and conditions may also apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Linking to the Website

You may not link to any page of the Website.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the state of New York in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use, your use of any information obtained from the Website, or your infringement of Sage’s intellectual property rights.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York and County of Suffolk, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company's sole discretion, it may require you to submit any disputes arising from the use of these Terms of Use or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy and the Terms of Sale constitute the sole and entire agreement between you and us with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

This website is operated by Sage Parts Plus, Inc., 30 Hub Drive, Melville, New York 11747.

All notices of copyright infringement claims should be sent by email to Sage Parts.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: eSage.

 

General Terms and Conditions of Sale

 

  1.  As used in these General Terms and Conditions of Sale, the term “Product” shall mean: the machinery, equipment, goods, products and other tangible property 
    from time to time sold or offered for sale by “Seller”; the term “Customer” shall mean
    the person to whom such Goods or Services is sold or offered.
  2.  Unless otherwise stated, all prices are in U.S. Dollars. All prices offered are net prices with trade discounts already deducted. Market Sensitive Commodity items will be priced according to current market conditions, and may fluctuate from time of quotation to time of order.

Payment Terms. All payments shall be in U.S. Dollars, without offset, back charge, retention or withholding of any kind. All invoices shall be payable within terms stated 
on the invoice. Any amounts not paid when due will be subject to interest at the rate
of 1½% per month or the highest no usurious rate permitted by applicable law,
whichever is less. At the request of Seller, payments will be made through a confirmed irrevocable letter of credit in form and on banks acceptable to Seller.

Sales Tax and Duties, Import Fees. Seller is required to charge/collect national,
state, local tax, applicable duties, and import fees on products for which Customer 
has not provided valid exemption certification. Customer assumes responsibility for,
and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and fees and licenses, and expenses as may be applicable. When ordering, Customer shall indicate clearly which product is tax exempt.

Security Interest. On any open account sale, Customer hereby grants to Seller a 
priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to 
Sage Parts Plus Inc. Customer agrees to file or permit Seller to file any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Seller’s priority lien or security interest. Customer agrees to inform Seller immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.

Credit Balance. Customer agrees that any credit balance issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any credit balance remaining will be subject to cancellation, and Seller shall have no further liability.

Shipping Charges and Freight Policy. Unless otherwise varied, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000), Seller’s shipping warehouse. All shipments are freight collect from any of Seller’s facilities. Customer shall be responsible for obtaining insurance. Title and risk of loss for products shall pass when made available to Customer on delivery to carrier in the United States; provided that if payment has not been made at the time of shipment. Seller shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, Customer must file claim exclusively with airline, carrier, vessel and/or insurance company; provided, however, that if Seller has not received payment in full at the time the product is damaged in transit, Seller shall have the right to file claim exclusively with airline, carrier, vessel and/or insurance company. Customer must retain original packing material and shipping container for inspection by freight carrier.

  1.  Any cancellation by Customer must be approved by Seller, and may be subject to restocking and other charges.
  2.  All Goods shall be finally inspected and accepted within ten (10) days after delivery. Failure of Buyer to provide Seller with an itemized list of defects within such ten (10) days or to permit Seller a reasonable opportunity to correct any listed defects shall be deemed acceptance of Goods or Services. In the event of multiple shipments, each individual shipment shall be separately accepted and shall be periodically inspected and accepted. Customer expressly waives any right to reject Goods or Services that substantially conform to the specifications relating thereto and any right to revoke acceptance after such ten (10) day period.

Cross-Reference Information. Product cross-reference comparisons do not imply that all products compared are available or perfectly comparable. CROSS-REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for Customer’s intended use.

Product Return. Before returning any product Customer believes is defective, or does not want to keep Customer shall (i) write or call the Seller’s branch from which the product was purchased; or (ii) in the case of an Internet order, contact eSage with the date and number of the original invoice, the stock number, and a description of the defect, or reason for Return. Seller will provide an RMA number as well as information on where to send the return. RMAs are valid for a period of 30 days. Goods received after 30 days of invoice date or after RMA has expired may be returned to the customer without credit issued. Product must be shipped freight prepaid. Non-stocked, special order and custom products will not be accepted for return unless they can be returned to the original manufacturer. Customer will be responsible for all applicable restocking fees and return freight charges to the manufacturer. Product must be returned in original packaging and in resellable condition and include all component parts.

The issuance of a return is not an acceptance by Seller, or its agents, of such return for credit, exchange, warranty or otherwise. All returns are subject to inspection and evaluation prior to determination of issuance of credit. Seller assumes no responsibility for loss or damage of a return if an RMA number is not clearly marked on the merchandise being returned. A 15% restocking fee may apply for stockable parts. Restocking fees are waived when excluded by any Seller/Customer agreements. Special Order Returns are subject to a 15% restocking fee or fee imposed by vendor, whichever is greater. Non-stocked and special order items will not be accepted unless they can be returned to the supplier or are the result of Seller error. Freight charges incurred by returning to supplier may be deducted from Customer’s final credit. Seller reserves the right to replace or repair defective products or refund the original purchase price. Defective product must be drained of all fluids with ports plugged where applicable. Drained product must be placed in a plastic bag and returned in the Manufacturer’s original container. Core Return. Cores must be drained of all fluids with ports plugged where applicable. Drained product must be placed in a plastic bag and returned in the Manufacturer’s original container. Cores must be received by Seller fully assembled. All core returns are subject to inspection and evaluation prior to determination of issuance of credit.

Manufacturer’s Warranties. The manufacturer warrants many of the products offered for sale to the final user. Manufacturer’s warranty period begins on the date of delivery to Customer. The manufacturers make available copies of any applicable warranties. Seller will furnish such warranties free of charge to Customers upon their request. Call 1-877-SAGE(7243)-877 or 1-631-501-1300 with request. Provide the Seller stock number, manufacturer’s model number (if shown) of each product for which a copy of the warranty is requested and the original invoice number it was purchased from Seller on. Seller assumes no responsibility for the content of such warranties by performing this service.

Warranty/Liability Disclaimer. ALL PRODUCTS TO BE SOLD AND DELIVERED ARE DONE SO “AS IS”. SAGE MAKES NO REPRESENTATION OR WARRANTY THAT ANY PRODUCT SOLD WILL CONFORM TO THE MANUFACTURER’S SPECIFICATIONS IN RESPECT OF SUCH PRODUCT OR WILL BE FREE FROM DEFECTS IN MATERIAL, WORKMANSHIP, PROCESS OF MANUFACTURING OR DESIGN, AND SAGE HAS NO RESPONSIBILITY IN RESPECT OF SAME. SAGE’S REPRESENTATION AND WARRANTY CONTAINED HEROF IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. NO EXTENSION OR EXPANSION OF SUCH WARRANTY SHALL BE BINDING UPON SAGE UNLESS SET FORTH IN WRITING AND SIGNED BY SAGE’S AUTHORIZED REPRESENTATIVE.

Force Majeure. Seller shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from acts of God, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, labor disruptions, shortages, communication or power failure, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Seller in the conduct of its business.

No Third Party Benefit. The provisions stated above are for the sole benefit of Seller and customer, and confer no rights, benefits or claims upon any person or entity not a party hereto.

Waiver. The failure of either Seller or Customer to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.

Severability. If any portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of Seller and Customer in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the applicable laws.

Complete Agreement. These terms and conditions, together with any other terms and conditions that Seller publishes or makes available to Customer (i) on an invoice or a packing slip, (ii) on eSage or (iii) in any document including, without limitation, those involving extension of credit by Seller, or export of products, represent the entire agreement between the parties and shall supercede all unwritten statements, agreements, and understandings between Seller and Customer pertaining to the subject matter of this agreement.

Assignment. Customer shall not assign any order, any interest therein, or this order without the prior written consent of Seller. Any actual or attempted assignment without Seller’s prior written consent shall entitle Seller to cancel such order or to terminate this agreement upon notice to Customer.

Governing Law; Limitations. The rights and obligations of the parties under these Terms and Conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these Terms and Conditions shall be governed by the laws of the State of New York, United States, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one year after the cause of action has arisen.

REV 1.0 01/14/2013