Terms and Conditions

01Introduction

These Terms and Conditions of Sale (“Terms”) apply to all quotations, order acknowledgments, invoices, sales, shipments, website purchases, catalogs, services, and other transactions by and between MSE Supplies LLC (“MSE Supplies,” “we,” “us,” or “our”) and the purchaser (“Customer,” “you,” or “your”).

By placing an order, accepting delivery, purchasing products, or using any website, catalog, or service offered by MSE Supplies, Customer agrees to be bound by these Terms, together with any quotation, order acknowledgment, invoice, or other document issued by MSE Supplies that expressly references these Terms. Collectively, these documents form the entire agreement between Customer and MSE Supplies with respect to the applicable transaction.

Any additional, different, or conflicting terms proposed by Customer, whether contained in a purchase order, acknowledgment, correspondence, or otherwise, are expressly rejected and shall not apply unless expressly agreed to in writing by an authorized officer of MSE Supplies.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. MSE Supplies’ failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

02Effective Date And Changes

These Terms are effective as of April 13, 2026, and supersede all prior versions posted by MSE Supplies. MSE Supplies reserves the right to revise these Terms at any time by posting an updated version on its website. The version in effect at the time an order is accepted by MSE Supplies will govern that transaction, unless otherwise agreed in writing.

03Licensed Use Of Website And Content

MSE Supplies grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use MSE Supplies’ website, catalogs, and related content solely for evaluating and purchasing products or services from MSE Supplies.

All website content, text, graphics, data, images, product information, layouts, and other materials are owned by MSE Supplies or its licensors and are protected by applicable intellectual property laws. Customer may not copy, reproduce, republish, distribute, modify, reverse engineer, scrape, mirror, archive, index, or otherwise exploit such content without prior written consent from MSE Supplies.

Unauthorized access to or use of the website, including interference with its operation, use of bots or automated tools, or attempts to bypass security features, is prohibited.

04Order Acceptance

All orders are subject to review and acceptance by MSE Supplies. MSE Supplies reserves the right, in its sole discretion, to accept or reject any order, in whole or in part, for any reason, including but not limited to product availability, pricing errors, suspected fraud, credit concerns, legal restrictions, export control requirements, or other business considerations.

No order shall be binding on MSE Supplies until accepted by MSE Supplies.

05Right To Refuse Service

MSE Supplies reserves the right, in its sole discretion, to refuse service, reject or cancel any order, limit quantities, withhold shipment, suspend performance, or terminate any transaction or account at any time and for any lawful reason, including but not limited to product unavailability, pricing or listing errors, suspected fraud, abuse, misuse of the Services, nonpayment, credit concerns, safety concerns, compliance concerns, export or import restrictions, sanctions screening results, carrier or vendor limitations, or other business, legal, or regulatory reasons.

In the event MSE Supplies cancels an order after payment has been received, MSE Supplies’ sole obligation shall be to refund the amount received for the canceled portion of the order, unless otherwise permitted by these Terms.

06Prices

All prices are subject to change without notice until an order is accepted by MSE Supplies. Published prices, website prices, quotes, and catalog prices may be corrected at any time for typographical, clerical, or pricing errors.

Unless otherwise expressly stated in writing, prices do not include shipping, handling, insurance, duties, tariffs, brokerage fees, customs clearance charges, hazardous material fees, storage fees, taxes, or similar charges. Any such charges shall be paid by Customer.

07Payment Terms

Unless otherwise approved by MSE Supplies in writing, all orders are prepaid.

If credit terms are extended, payment is due according to the terms stated on the applicable invoice. MSE Supplies reserves the right to revoke or modify credit terms at any time. If Customer fails to make timely payment, MSE Supplies may, in addition to any other remedies available:

• suspend performance,
• withhold shipments,
• cancel open orders,
• require advance payment,
• recover collection costs, attorneys’ fees, and related expenses, and
• charge interest on overdue balances at the lesser of 1.5% per month or the maximum rate permitted by law.

Customer shall have no right of setoff or deduction unless expressly agreed in writing by MSE Supplies.

08Taxes, Duties, Fees, And Import Charges

Customer is responsible for all applicable federal, state, local, and international taxes, duties, tariffs, VAT, GST, HST, PST, customs charges, brokerage fees, import fees, export fees, hazardous materials charges, regulatory surcharges, and other governmental or carrier-imposed charges arising from the sale, shipment, import, export, delivery, or use of the products, unless Customer has provided MSE Supplies with a valid tax exemption certificate accepted by MSE Supplies.

If MSE Supplies is required to pay or collect any such amounts, Customer shall promptly reimburse MSE Supplies.

09Order Changes And Cancellations

Orders may not be modified, canceled, or rescheduled without MSE Supplies’ prior written consent.

Orders may not be canceled once they have been submitted to a vendor or manufacturer, entered production, allocated, customized, prepared for shipment, shipped, or tendered to a carrier.

If MSE Supplies agrees to a cancellation or modification request, Customer shall be responsible for any and all costs incurred by MSE Supplies, including but not limited to vendor cancellation charges, restocking fees, freight charges, handling charges, packaging costs, administrative costs, and non-recoverable expenses.

Custom, special-order, non-standard, made-to-order, and vendor-direct products are generally non-cancelable and non-returnable unless otherwise approved in writing.

10Shipping; Delivery; Title; Risk Of Loss

Unless otherwise agreed in writing, all shipments are F.O.B. shipping point, including shipments originating from MSE Supplies’ warehouse, a vendor’s warehouse, or a manufacturer’s location. Title and risk of loss pass to Customer upon tender of the products to the carrier.

Delivery dates are estimates only and are not guaranteed. MSE Supplies shall not be liable for any delay in shipment, delivery, or performance.

MSE Supplies may make partial shipments. Delay in delivery of any installment shall not relieve Customer of its obligation to accept remaining shipments.

Customer is responsible for all shipping, freight, insurance, accessorial charges, and delivery-related costs, unless otherwise expressly agreed in writing.

If Customer delays receipt, fails to accept delivery, provides incorrect shipping information, or otherwise causes shipment delay, MSE Supplies may store the product at Customer’s risk and expense and invoice Customer for storage, re-delivery, handling, and related charges.

11Drop-Shipped, Third-Party, And Vendor-Fulfilled Products

Certain products may be shipped directly from third-party vendors, manufacturers, or suppliers (“Drop-Shipped Products”). For such products:

• availability is subject to vendor inventory,
• shipping dates are estimates only,
• orders may become non-cancelable once released to the vendor,
• returns require vendor approval,
• refund eligibility is subject to vendor policy, and
• Customer is responsible for applicable return freight, duties, brokerage, restocking fees, and other related charges.

MSE Supplies is not responsible for vendor delays, vendor discontinuations, vendor backorders, or vendor policy restrictions.

12Inspection; Shortages; Damage Claims

Customer must inspect all shipments immediately upon receipt.

Any visible shortage, damage, or nonconformity must be noted with the delivering carrier at the time of delivery and reported to MSE Supplies within five (5) business days of delivery.

Any concealed damage, shortage, or nonconformity must be reported to MSE Supplies in writing within five (5) business days of delivery.

Failure to timely inspect and report shall constitute final acceptance of the shipment and a waiver of any claim related to shortage, damage, or nonconformity that could reasonably have been discovered upon inspection.

Claims for carrier damage may require Customer to retain all original packaging and cooperate in any carrier inspection or claims process.

13Returns And Refunds

All returns require prior written authorization from MSE Supplies and a valid Return Merchandise Authorization (“RMA”) number. Unauthorized returns will be refused or returned to Customer at Customer’s expense.

Unless otherwise approved by MSE Supplies in writing:

• return requests must be submitted within thirty (30) days of Customer’s receipt of product,
• returned product must be received by MSE Supplies within fifteen (15) days after the RMA is issued,
• returned product must be unused, unopened, in original condition, and in original packaging,
• the RMA number must be clearly shown on the return documentation, and
• Customer is responsible for all return shipping and related costs unless otherwise approved by MSE Supplies.

Returned items are subject to inspection and approval by MSE Supplies before any credit, replacement, or refund is issued.

Shipping charges, handling charges, duties, tariffs, brokerage fees, customs charges, hazmat fees, and similar charges are non-refundable unless MSE Supplies expressly agrees otherwise in writing.

14Non-Returnable Items

The following items are non-returnable and non-refundable unless required by law or expressly approved in writing by MSE Supplies:

• custom products,
• special-order products,
• made-to-order products,
• non-standard products,
• consumables,
• drop-shipped or vendor-direct products unless vendor-approved,
• chemicals of any type,
• hazardous materials,
• temperature-controlled items,
• perishable items,
• sterile products where packaging has been opened or compromised,
• used products,
• opened products,
• expired or short-dated products,
• damaged products not caused by transit damage timely reported under these Terms,
• products missing original packaging, labels, manuals, certificates, or accessories,
• products requiring decontamination unless accompanied by all required documentation acceptable to MSE Supplies,
• service fees, consulting fees, NRE charges, setup charges, and similar non-product charges.

15Restocking Fees

Approved returns may be subject to a restocking fee of up to twenty-five percent (25%) of the purchase price, or such greater amount as may be imposed by the applicable vendor or manufacturer and accepted by Customer. Any credit issued may also be reduced by outbound freight, return freight, handling costs, repackaging costs, vendor charges, and other non-recoverable costs.

16Limited Warranty

Unless otherwise expressly stated by MSE Supplies in writing, MSE Supplies’ sole obligation with respect to defective product shall be, at MSE Supplies’ option, to:

• replace the defective product,
• repair the defective product,
• provide a credit, or
• refund the purchase price actually paid for the defective product.

This limited remedy applies only if Customer notifies MSE Supplies in writing within the applicable warranty period, if any, and returns the product in accordance with MSE Supplies’ instructions.

To the fullest extent permitted by law, ALL OTHER WARRANTIES ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR SUITABILITY.

MSE Supplies does not manufacture most products it sells and may pass through only such warranty, if any, as is provided by the original manufacturer or supplier.

17Product Information; Technical Data; Suitability

Product descriptions, specifications, technical data, literature, SDS documents, certificates, and other product-related information are generally obtained from manufacturers or suppliers. MSE Supplies does not independently verify all such information and makes no representation or warranty regarding its completeness, accuracy, or suitability.

Customer is solely responsible for determining whether any product is appropriate for its intended use, application, process, testing environment, regulatory requirements, or jurisdiction.

18Regulatory; Export; Import; Hazmat; Country Restrictions

Customer is solely responsible for compliance with all laws, regulations, rules, and requirements applicable to the purchase, import, export, resale, shipment, possession, handling, storage, labeling, registration, licensing, and use of the products in the destination jurisdiction.

Certain products may be subject to export controls, sanctions laws, hazardous materials regulations, end-use restrictions, country-specific import requirements, permit requirements, and other legal limitations. Some products may not be available for shipment to certain countries, regions, end users, or end uses.

MSE Supplies reserves the right to refuse, delay, cancel, or suspend any order if it determines, in its sole discretion, that the order may violate applicable law, carrier restrictions, manufacturer restrictions, hazmat rules, customs rules, sanctions laws, import laws, export control laws, or other compliance requirements.

Customer shall obtain, at its own expense, all permits, licenses, authorizations, and approvals required for import, export, resale, or use of the products. Customer shall provide all information reasonably requested by MSE Supplies for compliance screening and shipment processing.

MSE Supplies will endeavor to comply with applicable law governing its own sale and shipment of products, but Customer remains solely responsible for ensuring the products may lawfully be imported into, used in, and possessed in the destination country or jurisdiction.

19Decontamination Requirements

If any product has been used, exposed to hazardous substances, or otherwise requires decontamination before return, Customer must complete and provide all decontamination documentation requested by MSE Supplies. MSE Supplies may refuse any return lacking acceptable decontamination documentation. Customer shall be liable for all costs, damages, and risks arising from improper decontamination or failure to disclose hazardous exposure.

20Force Majeure

MSE Supplies shall not be liable for any delay or failure in performance caused in whole or in part by events beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, labor disputes, war, terrorism, civil unrest, epidemic, pandemic, governmental action, embargo, sanctions, transportation delay, carrier failure, vendor delay, raw material shortage, utility interruption, cyber incident, system outage, customs delay, port congestion, or inability to obtain labor, materials, inventory, or services.

During any such event, MSE Supplies may allocate available inventory or supply in its sole discretion.

21Limitation Of Liability

To the fullest extent permitted by law, MSE Supplies shall not be liable for any indirect, incidental, consequential, exemplary, punitive, or special damages, including but not limited to loss of profits, loss of revenue, loss of use, loss of data, loss of business opportunity, downtime, substitute procurement costs, or business interruption, arising out of or related to any order, product, shipment, website, service, or these Terms, whether based in contract, tort, strict liability, warranty, or otherwise, even if advised of the possibility of such damages.

MSE Supplies’ total cumulative liability arising out of or related to any claim shall not exceed the amount actually paid by Customer for the specific product or service giving rise to the claim.

Customer’s exclusive remedy with respect to any claim relating to product shall be limited to repair, replacement, credit, or refund as determined by MSE Supplies in accordance with these Terms.

22Indemnification

Customer shall defend, indemnify, and hold harmless MSE Supplies and its officers, managers, employees, affiliates, agents, suppliers, and representatives from and against any claims, liabilities, damages, losses, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

• Customer’s breach of these Terms,
• Customer’s misuse, storage, handling, resale, export, import, or use of any product,
• Customer’s violation of applicable law,
• Customer’s negligence or misconduct, or
• Customer’s modification, repackaging, relabeling, or combination of products with other materials or products.

23Privacy And Data Security

Customer information is collected, used, and safeguarded in accordance with MSE Supplies’ Privacy Policy. While MSE Supplies uses reasonable administrative, technical, and physical safeguards, no data transmission or storage system can be guaranteed fully secure, and MSE Supplies disclaims liability for unauthorized access except to the extent required by law.

24Intellectual Property

All trademarks, trade names, logos, service marks, website content, and other intellectual property displayed by MSE Supplies are owned by MSE Supplies or their respective owners. Nothing in these Terms grants Customer any license or right to use such intellectual property without prior written consent.

25Governing Law; Venue

These Terms and any dispute arising from or relating to them or any transaction between Customer and MSE Supplies shall be governed by the laws of the State of Arizona, without regard to conflict of law rules.

Customer irrevocably agrees that exclusive venue for any such dispute shall lie in the state or federal courts located in Maricopa County, Arizona, and Customer consents to the personal jurisdiction of such courts.

26Entire Agreement

These Terms, together with any quotation, order acknowledgment, invoice, or other written document issued by MSE Supplies that expressly references these Terms, constitute the entire agreement between Customer and MSE Supplies with respect to the subject matter hereof and supersede all prior or contemporaneous discussions, understandings, or agreements regarding such subject matter.

27No Waiver

No waiver by MSE Supplies of any breach or default shall be deemed a waiver of any subsequent breach or default. No waiver shall be effective unless in writing and signed by an authorized representative of MSE Supplies.

28Assignment

Customer may not assign any rights or delegate any obligations under these Terms without MSE Supplies’ prior written consent. Any attempted assignment in violation of this section shall be void.

29Headings

Section headings are for convenience only and do not affect interpretation.