Terms and Conditions

Terms of Use

This website, www.alphasourceintl.com (the "Site") is provided by Alphasource, Inc. ("Company"), to the person accessing the site ("you" or "your").

1. You Agree to These Terms by Using the Site

Your access to, and use of, the site is subject to the following Terms and Conditions of Use and all applicable laws and regulations. By accessing and using the Site, you accept, without limitation or qualification, these Terms and Conditions of Use. The Company may, at any time and without notice to you, modify these Terms and Conditions of Use by revising them on the Site. Your continued use of the Site constitutes your acceptance of any such revisions. You should therefore periodically visit this page to review the current Terms and Conditions of Use.

We reserve the right to modify any programs, policies, information, products, and services contained on the Site at any time and without notice to you. Visitors who use information contained on the Site or make decisions based on such information do so at their own risk. These Terms and Conditions of Use may not be modified, supplemented, or qualified except in writing signed by you and the Company. The failure by the Company to enforce at any time any of the provisions in these Terms and Conditions of Use will in no way be construed as a waiver of such provisions. If you do not agree and accept, without limitation or qualification, these Terms and Conditions of Use, you must exit the Site immediately.

2. Access and Use of Information

You may use the Site, and any information contained on the Site, solely for legitimate business purposes. Any access or attempt to access other areas of the Company’s computer systems or other information contained on its systems for any purpose is strictly prohibited.

3. Submissions

The Site may, from time to time, offer interactive features that allow users to submit content to the Site. The Company does not and cannot review all such content, and is not responsible for such content.

You acknowledge that by providing the ability to view and distribute your user-generated content on the Site, the Company is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability related thereto. However, the Company reserves the right to block or remove communications or materials that it determines to be unacceptable to the Company at its sole discretion.

Harassment in any manner or form on the Site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Company employee, host, or representative, as well as other members or visitors on the Site, is prohibited. You may not upload to, distribute, or otherwise publish through the Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, which may constitute or encourage a criminal offense, violate the rights of any party, or which may otherwise give rise to liability or violate any law.

All remarks, suggestions, ideas, graphics, or other information communicated to the Company through the Site will forever be the property of the Company. The Company shall have exclusive ownership of all present and future existing rights to the information, without compensation to the person sending the information.

4. Notice; Electronic Communications

When you visit the Site or send e-mails to the Company, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

5. Privacy

The Company’s Privacy Policy is incorporated and made part of these Terms and Conditions of Use. You hereby agree to such Privacy Policy. Any personal data (for example, your name, address, telephone number, or e-mail address) that you transmit to the Site by electronic mail or otherwise will be used by the Company in accordance with the Privacy Policy. Any other communication or material you transmit to the Site, such as questions, comments, suggestions, or the like, will be treated as non-confidential and non-proprietary.

6. Typographical Errors

In the event that a service or product is mistakenly listed at an incorrect price or with incorrect specifications, the Company reserves the right to refuse or cancel any orders placed for the product or service listed incorrectly, whether or not the order has been confirmed and whether or not you have been charged for such product or service. If your credit card has already been charged for the purchase and your order is canceled, the Company shall issue you a credit (to your credit card account or otherwise) in the amount of the incorrect price.

7. Disclaimer of Warranties

THE SITE, INCLUDING ITS CONTENT AND MATERIALS, IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND WITH RESPECT TO ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT OPERATION OF THE SITE WILL BE UNINTERRUPTED OR FREE FROM ERRORS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms and Conditions of Use or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Site using your Internet account.

9. Limitations of Liability

YOUR USE OF THE SITE IS AT YOUR OWN RISK. NEITHER THE COMPANY, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS, NOR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR ITS CONTENT, ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

10. Third-Party Links

In an attempt to provide increased value to our visitors, the Company may link to sites operated by third parties. However, even if the third party is affiliated with the Company, the Company has no control over these linked sites, all of which may have separate privacy and data collection practices, independent of the Company. These linked sites are only for your convenience, and therefore you access them at your own risk. Without limiting the foregoing, the Company specifically disclaims any responsibility if such sites: infringe any third party’s intellectual property rights; are inaccurate, incomplete, or misleading; are not merchantable or fit for a particular purpose; do not provide adequate security; contain viruses or other items of a destructive nature; or are libelous or defamatory.

The Company does not endorse the content, or any products or services available, on such sites. Nonetheless, the Company seeks to protect the integrity of its Site and the links placed upon it and therefore requests any feedback on not only its own Site but also for sites it links to as well (including if a specific link does not work).

11. Trademarks

The Site contains many Company and third-party trademarks and service marks. All marks are the property of their respective companies, and such marks may not be used without the consent of such party. All rights in the intellectual property contained in the Site, including copyright, trademarks, trade secret, and patent rights, are hereby reserved by the Company. Access to the Site does not constitute a right to copy or use any intellectual property of the Company or its suppliers. Statutory notice contained herein represents trademark status in the United States.

12. Copyright

All content contained on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of the Company or its suppliers and is protected by United States and international copyright laws. The Company hereby authorizes you to make a single copy of the content herein for your use in learning about, evaluating, or acquiring Company services or products. You agree that any copy made must include the Company’s copyright notice. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained herein. You agree not to change or delete any proprietary notices from materials printed or downloaded from the Site.

13. Copyright Complaints

The Company respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at 215.844.6470 and request to speak with the Marketing Communications Department.

14. Export Control

Software and other materials downloaded or otherwise made available from the Site may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from the Site may be downloaded or exported: into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to

which the United States has embargoed goods; or to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders.

The Company does not authorize the downloading or exportation of any software or technical data from the Site to any jurisdiction prohibited by the United States Export Control Laws.

15. Law and Jurisdiction

These Terms and Conditions of Use and your use of the Site are governed by the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions. You and the Company consent to the exclusive venue in the state and federal courts of the Commonwealth of Pennsylvania for any and all disputes arising out of, relating to, or concerning these Terms and Conditions of Use and/or the Site or in which these Terms and Conditions of Use and/or the Site are a material fact.

16. Assignment

The Company may assign its rights and duties under these Terms and Conditions of Use to any party at any time without notice to you.

17. Severability

If any provision of these Terms and Conditions of Use shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other legal provisions hereof, which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions of Use.

18. Questions and Feedback

Any questions and feedback about the Site or these Terms and Conditions of Use should be directed to talk@alphasourceintl.com or call 215.844.6470.

Terms of Sale

Open Account

To establish an open account with our Company, please email support@alphasourceintl.com or call us to request a credit application. We will be happy to email, mail, or fax it to you. A written credit application must be on file for account approval. Rest assured, this information will be kept strictly confidential and will only be shared with third parties upon your authorization.

Orders

We gladly accept orders via our Website, Email, Telephone, EDI, Fax, or in person. Our experienced sales staff is available to answer any questions and assist with your orders.

Prices & Quotations

To request a quotation, feel free to submit a quote request, email us, or call our office. Written price quotations are valid for the period indicated (usually 30 days). Telephone quotations are available for immediate acceptance unless stated otherwise. Prices do not include applicable taxes, duties, or shipping charges.

Except where a separate written agreement (e.g., a Product Sale Agreement) exists, each sale of Products or Services by Seller is governed by these Terms and Conditions ("Terms"). "Seller" refers to Alphasource, Inc. or its Affiliates, as indicated on the invoice. "Buyer" refers to the purchaser of Products or Services. "Products" refers to any goods or tangible personal property provided by Seller, and "Services" refers to any safety or other services provided by Seller to Buyer. Seller’s acceptance of any order is expressly conditioned upon Buyer’s agreement to these Terms. These Terms supersede all prior communications and agreements, whether written or oral, between the parties and exclude any other terms stipulated by the Buyer.

1. Agreement

Buyer may only purchase Products or Services on Seller’s website (the "Site") if they are an authorized, registered user. By purchasing, Buyer agrees to these Terms. If any Terms are construed as an offer, acceptance is strictly limited to these Terms, and any differing or additional terms are rejected. Seller reserves the right to modify these Terms at any time. Buyers should review these Terms before each purchase. Modifications will apply to all purchases after the update.

2. Title to Products

Seller retains title to all Products until Buyer makes full payment. Seller also holds a purchase money security interest in the Products. In the event of default, Seller may repossess Products, with the right to resell them after providing a ten (10) day written notice to Buyer. Buyer must execute financing statements as requested by Seller to perfect Seller’s security interest. Buyer is prohibited from altering or removing any identification marks on rental equipment, and title to all rental equipment remains with Seller.

3. Terms of Payment

Unless otherwise stated, Buyer agrees to pay in full within 30 days from the date of Seller’s invoice. Late payments will incur interest at the lesser of 1.5% per month or the maximum rate permitted by law. If Buyer requests non-COD payment terms, Buyer affirms that the purchase is for business purposes. If credit is approved, continued credit is contingent upon Seller’s assessment of Buyer’s financial condition. In case of collection, Buyer will bear all associated fees, including attorney fees.

4. Surcharges

If unforeseen increases occur in manufacturing, supply, or distribution costs, Seller may impose a surcharge, which Buyer agrees to pay.

5. Delivery

Delivery terms are specified on Seller’s delivery ticket or invoice, and if not stated, will be FOB Seller’s warehouse, or as determined by Seller. Delivery dates are estimates and not guaranteed. If Buyer delays acceptance, they will be responsible for payment, along with any warehousing or other costs incurred by Seller.

6. Claims

If there are damages or shortages with shipments, Buyer must notify Seller within 10 days of delivery. For concealed damage, Buyer must retain all packaging and request an inspection from the shipper. Claims for damaged items are the responsibility of the shipper. Refunds or exchanges are at Seller’s discretion, and Buyer is responsible for costs incurred by Seller to fulfill the order.

Non-Refundable Custom Solutions: Custom designs, once agreed upon and delivered, are non-refundable. This includes custom fabricated covers, tarps, and barrier systems.

Cancellations: Orders may be canceled prior to shipment. If an order has already shipped, Buyer is responsible for shipping and restocking fees.

Returns: Only reusable merchandise is returnable, with prior written authorization. Custom or special order items are non-returnable. Returns must occur within 30 days of purchase and be in resalable condition. A Return Goods Authorization (RGA) is required for all returns.

7. Itemized Charges

The total due may include handling charges for hazardous materials, delivery, shipping, and energy costs. These charges are retained by Seller and are not taxes imposed by government authorities.

8. Remedies

Buyer’s exclusive remedy for non-conforming Products is either a refund or replacement, at Seller’s discretion. For failure to deliver, Buyer’s exclusive remedy is to recover the price difference between the cost of substitutes and the price of the undelivered Product.

9. Representations of Buyer

Buyer represents and warrants that they will use the Products in compliance with all applicable laws and industry standards. Buyer is responsible for ensuring that the Products are safe for intended use and acknowledges that there may be hazards associated with their use.

10. Indemnification by Buyer

Buyer agrees to defend, indemnify, and hold Seller harmless from any claims, damages, or liabilities (including legal costs) resulting from Buyer’s breach of these Terms, negligence, misconduct, or violation of law.

11. Force Majeure

Seller is not liable for performance delays due to unforeseen events such as labor disputes, natural disasters, or other causes beyond their control. Seller will not be liable for any damages resulting from such events.

12. Taxes

Prices exclude any applicable taxes. If applicable, the price will be increased by the amount of such taxes. Buyer must provide a valid exemption certificate if claiming tax exemption.

13. Compliance / MSDS / SDS

Buyer agrees to comply with all applicable laws and regulations regarding the safe handling of Products. Seller has provided access to all relevant Material Safety Data Sheets (MSDS), and Buyer acknowledges the responsibility to familiarize themselves with them.

14. Technical Assistance

Technical advice from Seller is provided without charge, but Buyer is responsible for determining the suitability of the Products for their intended use. Seller makes no warranties regarding the advice provided.

15. Assignment

Buyer may not assign these Terms without prior written consent from Seller.

16. Severability

If any provision of these Terms is found invalid, it will be modified or deleted to comply with applicable laws, while the remaining provisions will remain effective.

17. Attorneys' Fees

Seller is entitled to recover reasonable attorneys’ fees and costs if legal action is required to enforce these Terms.

18. Governing Law; Class Action and Trial by Jury Waiver

These Terms are governed by the laws of Pennsylvania. Both parties waive the right to trial by jury and agree that claims will be brought individually, not as part of a class action.

19. Amendment; Beneficiaries

These Terms may only be amended in writing, signed by both parties. Certain provisions benefit Seller’s suppliers.

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