ALL PRICE QUOTES, PURCHASE ORDERS, PROPOSALS FOR PURCHASE, OR OTHER INSTRUMENTS (COLLECTIVELY “PURCHASE ORDERS”) WHEREBY FIRST LINK LLC, A MARYLAND LIMITED LIABILITY COMPANY (“FIRST LINK”), AGREES TO PROVIDE GOODS OR SERVICES ARE GOVERNED BY THESE TERMS AND CONDITIONS OF SALE (THESE “TERMS”). EXCEPT AS OTHERWISE SET FORTH IN A PURCHASE ORDER SIGNED BY AN AUTHORIZED REPRESENTATIVE OF FIRST LINK, ANY PROPOSAL OR OFFER THAT INCLUDES DIFFERENT OR ADDITIONAL TERMS THAT VARY FROM THESE TERMS ARE OBJECTED TO BY FIRST LINK. NOTWITHSTANDING THE FOREGOING, ANY COUNTERPROPOSALS OR COUNTEROFFERS BY BUYER SHALL NOT OPERATE AS A REJECTION OF THE PURCHASE ORDER OR ORIGINAL PROPOSAL BY FIRST LINK, BUT AS A REJECTION OF THE ADDITIONAL OR DIFFERENT TERM(S) SET FORTH IN THE COUNTERPROPOSAL OR COUNTEROFFER.

1. Applicability of Terms and Conditions. These Terms shall apply to all purchases of goods from First Link. These Terms are subject to change at any time without prior written notice by First Link. The most recent version of these Terms shall be posted on First Link’s website for your review at any time. Please review these Terms in their entirety prior to engaging in any transaction with First Link or purchasing any goods from First Link. You are encouraged to review these Terms from time to time and, in any event, prior to submitting any purchases with First Link. As used here, the terms “buyer” or “you” or “your” shall refer to any person or entity who purchases goods or services from First Link.
2. Contents of Purchase Order. All Purchase Orders must specify the exact quantity and specifications of goods being purchased. First Link’s obligation extends only to delivering those goods expressly set forth in the Purchase Order.
3. Payment Terms. All prices are set forth alongside the goods and services described in the applicable Purchase Order. Unless otherwise stated in the Purchase Order, prices set forth in the Purchase Order are inclusive of all taxes, tariffs, and other shipping costs. Any amounts not paid by you when due shall bear interest at a rate equal to the lesser of (a) 1.5% per month, or (b) the maximum interest rate permitted under applicable law. You shall pay to First Link its costs and expenses incurred in its efforts to collect such unpaid amounts due under the Purchase Order, including without limitation First Link’s reasonable attorneys’ fees (regardless of whether suit has been filed). You shall have no right of set-off or withholding, and no deduction of any amounts due from you to First Link shall be made without First Link’s prior written approval.
4. Shipping Information. It is First Link’s responsibility to ship your order to you at the address set forth in the Purchase Order. First Link shall use commercially reasonable efforts to ship the goods promptly after acceptance of the Purchase Order and payment of the deposit provided for in the Purchase Order (if any), but First Link shall not be responsible in any way for any delays in shipments.
5. Title; Risk of Loss. First Link retains the right and title to the goods sold to you until First Link is paid in full for the goods. You shall obtain the right and title to the goods upon payment to First Link of the full amount set forth in the Purchase Order. The risk of loss (including, without limitation the risk of loss, theft, damage or destruction of the goods) shall transfer to you upon delivery at your address set forth in the Purchase Order.
6. Returns. All sales are final upon shipping. Subject only to Section 11 below, you shall not be entitled to return any goods or a refund for any goods.
7. Modifications/Cancellations. Purchase Orders may be modified or canceled only with First Link’s written consent, which may be withheld in First Link’s sole discretion. If a cancellation is accepted by First Link, then (a) you shall reimburse First Link for all expenses and costs incurred in connection with the cancellation (including, without limitation, restocking fees), and (b) any amounts paid to First Link for the cancelled purchase (less all expenses and costs incurred in connection with the cancellation, including, without limitation, any deposits paid to manufacturers or suppliers) shall be returned to you. No modifications or cancellations will be accepted after shipment.
8. Representations & Warranties. By executing the Purchase Order, you represent and warrant to First Link that you have the right to enter any transaction contemplated under the Purchase Order without violating these Terms, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party.
9. Disclaimers. FIRST LINK DOES NOT MANUFACTURE ANY OF THE GOODS BEING PURCHASED BY YOU. NOTWITHSTANDING ANY OTHER PROVISION HEREIN, FIRST LINK IS PROVIDING THE GOODS AND SERVICES TO YOU “AS IS” AND WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FIRST LINK HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY: (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE, OR OTHERWISE).
10. Manufacturer’s Warranty. The goods provided by First Link may be covered by a manufacturer’s warranty. If any defective goods are covered by a manufacturer’s warranty, First Link shall, on your behalf and at your request, file and pursue a warranty claim for the defective goods, subject to the terms of the manufacturer’s warranty. First Link shall not be obligated to file or pursue any warranty claim if it determines in good faith that the goods in question are not covered by a manufacturer’s warranty. Notwithstanding the foregoing, you acknowledge and agree that under no circumstances shall First Link be liable for any breach of the manufacturer’s warranty and/or for any loss or damages that may arise out of the manufacturer’s failure to honor its warranty obligations to you.
11. Inspection. You shall inspect the goods promptly upon receipt for non-conformity (including, without limitation, non-conformity for quantity, quality, and/or defects). Failure by you to provide First Link with written notice of a claim for non-conformity within 10 days from the date of delivery shall constitute an irrevocable waiver by you of all claims of non-conformity with respect to such goods. In the event that you timely notify First Link of a non-conformity with respect to any goods and First Link determines, after a good faith investigation, that the goods are non-conforming, First Link shall, at its option, either (a) replace the non-conforming goods with conforming goods, or (b) issue you a refund for the non-conforming goods. The foregoing remedies shall be your sole and exclusive remedies with respect to any non-conforming goods.
12. Liability Limitations. NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS OR THE PURCHASE ORDER, IN NO EVENT SHALL FIRST LINK BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF FIRST LINK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. FIRST LINK’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS OR DAMAGES RELATED TO THESE TERMS, THE PURCHASE ORDER, AND/OR THE GOODS AND SERVICES PROVIDED THEREUNDER SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO FIRST LINK FOR THE GOODS OR SERVICES GIVING RISE TO THE CLAIMS OR DAMAGES. NO CAUSE OF ACTION OR PROCEEDING SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS, THE PURCHASE ORDER, OR THE GOODS OR SERVICES PROVIDED THEREUNDER MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION OR PROCEEDING, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
13. Third Party Beneficiaries. These Terms are for your sole benefit and nothing herein, express or implied, shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
14. Force Majeure. First Link shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, floods, lockouts, fires, pandemics, epidemics, local disease outbreaks, public health emergencies, acts of God, government policies or actions, terrorism, and/or delivery, vendor, supplier, or other third party delays, non-performance, or failures of any kind.
15. Assignment. First Link may assign or otherwise transfer any or all of its rights or obligations hereunder and/or under the Purchase Order to any third party in its sole and absolute discretion. You may not assign any of your rights or delegate any of your duties hereunder at any time without First Link’s prior written consent, and any attempt to do so shall be null and void.
16. Partial Invalidity. In the event that any part or portion of these Terms is deemed to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
17. Governing Law/Venue. These Terms and the Purchase Order, and all matters relating to the meaning, validity or enforceability thereof, shall be governed by the laws of the State of Maryland (without regard to conflicts of law principles). Any legal proceeding initiated to enforce one’s rights under these Terms or the Purchase Order shall be brought in the state or federal courts serving Baltimore County, Maryland.
18. Waivers. First Link’s failure to enforce any of its rights hereunder or under the Purchase Order will not constitute a waiver of such rights. No waiver by First Link of any of its rights under these Terms or the Purchase Order shall be effective unless such waiver is in writing and signed by an authorized representative of First Link. The waiver by First Link of a breach or violation by you of any provision of these Terms or the Purchase Order shall not operate as, or be construed to be, a waiver of any subsequent breach or violation.
19. Notices. All notices provided hereunder or under the Purchase Order shall be delivered by: (a) email; (b) certified mail, return receipt requested, or (c) by nationally recognized overnight courier. All such notices shall be delivered to the recipient’s address set forth in the Purchase Order.
20. Entire Agreement. These Terms, along with the Purchase Order, shall be deemed a final and integrated agreement between you and First Link with respect to the subject matter hereof.
21. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND FIRST LINK WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING RELATED TO THESE TERMS, THE PURCHASE ORDER, OR ANY GOODS OR SERVICES PROVIDED PURSUANT TO THESE TERMS AND/OR THE PURCHASE ORDER.
22. Indemnification. You agree to indemnify, defend and hold First Link and its affiliates and its respective members, managers, officers, employees and agents (collectively, the “Indemnified Parties”) harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney’s fees and court costs, arising out of your (a) negligence or willful misconduct; (b) breach of any of these Terms or the Purchase Order; or (c) infringement or alleged infringement on the intellectual property rights of any third-party caused by your acts or omissions; provided, however, that you shall not be responsible or liable for any claims, losses, damages, etc. arising solely from First Link’s negligence or intentional misconduct.
23. Compliance With Laws. You and First Link shall comply with all applicable laws, rules, and regulations in connection with its performance under these Terms and the Purchase Order.