BRADY WORLDWIDE, INC.

TERMS AND CONDITIONS OF SALE

The following Terms and Conditions of Sale ("Terms and Conditions") shall apply to all sales made by Brady Worldwide, Inc., its subsidiaries, and its affiliates (collectively, "Supplier") to a buyer of Supplier's goods and/or services ("Purchaser"). Unless otherwise agreed, every agreement or undertaking by Supplier is conditioned on Purchaser's assent to these Terms and Conditions.

PURCHASE ORDER ACCEPTANCE AND ACKNOWLEDGMENT

A quotation or tender addressed to Purchaser from Supplier does not constitute an offer to sell. No contract shall arise until: (1) Purchaser submits an order to Supplier for goods and/or services (“Purchase Order”), and (2) Supplier issues a written acknowledgment of the Purchase Order to Purchaser (“Order Acknowledgement”). Supplier’s issuance of an Order Acknowledgment is conditional upon: (1) Purchaser’s assent to any and all terms contained in the Order Acknowledgment that are in addition to, or different from, any terms on the Purchase Order, and (2) Purchaser’s assent that the terms contained in the Order Acknowledgment constitute the sole and exclusive agreement between Supplier and Purchaser as to the sale. Purchaser’s full assent shall be deemed given unless Purchaser notifies Supplier in writing of Purchaser’s objection to specific terms within five (5) days after Supplier’s issuance of the Order Acknowledgment. A Purchase Order with additional or different terms does not supersede, or constitute objection to, specific terms of the Order Acknowledgment. Supplier’s performance under the Order Acknowledgment does not constitute Supplier’s acceptance of provisions of any Purchase Order that are different from, or additional to, the terms of the Order Acknowledgment. Such different or additional provisions are hereby expressly rejected by Supplier and are void. Brady is not obligated to accept, and may refuse, any Purchase Order that does not meet a minimum order value of $49. Custom products are excluded from the minimum order threshold.

PRICE AND DELIVERY

Unless otherwise agreed, price and delivery terms are F.O.B. site of shipment, as defined in Incoterms 2020, and do not include insurance, sales, use, or other taxes, or any export package costs, transportation, freight handling charges, export/import license fees, customs duties or the like, all of which shall be paid by Purchaser, who shall indemnify Supplier against all claims and liabilities therefore. Unless otherwise agreed, delivery dates are estimates only. Supplier shall not be liable for any damages, consequential or otherwise, resulting from a failure to deliver goods by a particular date.

PROMOTIONAL OFFERS

Promotions offered by email or through Supplier websites are governed by the terms provided in the promotion. Any person or entity accepting the benefits of a promotion (e.g., discounted price or rebate, gift, free or discounted shipping or freight, or other promotional benefits), accepts all terms stated in the promotion, and warrants they are not violating their company policy or applicable law by receiving benefits of the promotion. Unless explicitly stated, no third party or manufacturer of goods is a sponsor of any promotion offered through Supplier, its subsidiaries, or its affiliates.

PAYMENT AND SECURITY INTEREST

Payment Terms. Unless otherwise agreed, all payments are due thirty (30) days from date of invoice for customers with satisfactory credit. In the event full payment is not received by the due date, interest will accrue at the rate of one and a half percent (1.5%) on the unpaid portion of the invoice for each period of thirty (30) days from the due date. Purchaser shall be liable for Supplier's costs associated with collection of any amounts past due, including reasonable attorneys' fees and court costs. Supplier retains title in delivered goods until Purchaser has paid for them in full, including charges and interest.

Securing Payment. In the event Purchaser becomes insolvent or Supplier in good faith requires security for payment, Supplier may: (1) cancel outstanding Purchase Orders; (2) revoke extension of credit to Purchaser; (3) reduce unpaid Purchaser debt by perfecting and enforcing a security interest in goods (and proceeds therefrom) furnished by Supplier to Purchaser; and (4) take any other permissible means necessary or desirable to fully secure Supplier with regard to Purchaser's payment for goods furnished or to be furnished by Supplier.

ACCEPTANCE, RETURNS, AND CANCELLATIONS

Product Acceptance and Returns. In absence of written notice sent to Supplier after Purchaser's inspection of delivered goods providing full particulars of any deficiency in the quality or quantity of the goods, Purchaser shall be conclusively deemed to have inspected and accepted the goods within forty-five (45) days after receipt. Return claims due to Supplier shipping or billing error, if made within thirty (30) days of the invoice date, will be corrected at no cost to the Purchaser. Unless otherwise agreed, only authorized distributors of bulk stock products may return inventory in original unopened, salable, condition for up to twelve (12) months following the initial date of purchase. All non-warranty returns of stock purchases are subject to a restocking fee equal to fifteen percent (15%) of the total value of the return. Authorization for all returns of products must be obtained from the Supplier Customer Service Department prior to the return (“Qualified Returns”). No returns will be accepted without proper authorization. Supplier will not accept returns of custom products and special orders made to Purchaser’s specific specifications.

Qualified Returns. The following conditions apply to all Qualified Returns. (1) All returned products must be in salable condition, unused, and in the unopened package or carton in which originally purchased. (2) Custom products and discontinued products are not eligible for return. (3) Credit will be issued at Supplier’s original published suggested list price, less any applicable discounts or credits. (4) All returns must be shipped freight prepaid by Purchaser. (5) Returns are valid for 90 days from the return authorization date. Supplier reserves rights to: (1) return to Purchaser at Purchaser’s cost returned product which in Supplier’s sole discretion does not meet acceptable physical condition standards; and (2) request proof of purchase for returned products.

Change of Purchase Order. In the event Purchaser desires to cancel, modify, or suspend an order, Supplier may accept such request in its sole discretion. Supplier will only accept Purchaser’s request on terms that fully indemnify Supplier against its losses (including recovery of direct costs, indirect costs, and normal overhead charges) incurred due to the cancellation, modification, or suspension.

LIMITED WARRANTY

SUPPLIER MANUFACTURES AND SUPPLIES PRODUCTS TO SUPPLIER’S STANDARD SPECIFICATIONS AND DOES NOT GUARANTEE PRODUCTS MEET OTHER SPECIFICATIONS NOT PREVIOUSLY AGREED IN WRITING. SUPPLIER WARRANTS THAT ALL GOODS WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP FOR TWELVE (12) MONTHS AT THE TIME OF DELIVERY BY SUPPLIER ("LIMITED WARRANTY"). THE LIMITED WARRANTY DOES NOT APPLY IF A DEFECT IS THE RESULT OF USE OR HANDLING OF GOODS IN MANNERS, CIRCUMSTANCES, OR FOR PURPOSES OTHER THAN THOSE SPECIFIED OR APPROVED BY SUPPLIER; OR IS THE RESULT OF ABUSE, TAMPERING, NEGLECT, ACCIDENTAL DAMAGE, MODIFICATION, OR UNAUTHORIZED REPAIR. THE LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESS AND IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LIMITED WARRANTY IS IN LIEU OF ANY OTHER LIABILITY AND OBLIGATION OF SUPPLIER FOR LOSSES, EXPENSES, INCONVENIENCES, AND DAMAGES (INCLUDING DIRECT, INDIRECT, SPECIAL, SECONDARY, AND CONSEQUENTIAL) ARISING FROM OWNERSHIP OR USE OF THE GOODS. REPAIR, REPLACEMENT, OR CREDIT (AT SUPPLIER'S OPTION) UPON RETURN OF THE GOODS IS PURCHASER'S SOLE REMEDY FOR ANY SUCH LOSSES, EXPENSES, INCONVENIENCES, AND DAMAGES. PURCHASER HEREBY WAIVES ANY RIGHTS IT MIGHT OTHERWISE BE ENTITLED IN CONNECTION WITH THE MATTERS COVERED HEREIN.

NO CONSEQUENTIAL DAMAGES

Except as expressly provided herein, neither Supplier nor Purchaser shall be liable to the other for any indirect, special, punitive, or consequential damages; whether foreseeable or unforeseeable; whether based upon lost goodwill, lost resale profits, loss of use of money, work stoppage, impairment of other assets, or otherwise; and whether arising out of breach of warranty, breach of contract, strict liability in tort, negligence, misrepresentation, or otherwise; except in the case of personal injury (including death) where applicable law requires such liability.

PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY

Supplier Indemnification. In the event a good supplied by Supplier is claimed to directly infringe a United States patent, copyright, trademark, or a foreign patent, copyright, or trademark corresponding thereto, in effect at the time Supplier issued its Order Acknowledgment or invoice, Purchaser shall permit Supplier, at Supplier’s option and expense, to: (1) procure the right to continue to use such good; (2) replace or modify such good so that the good supplied becomes non-infringing; or (3) accept return of such good and reimburse Purchaser for the purchase price, less a charge for reasonable wear and depreciation. Supplier will at its expense defend any action against Purchaser based on a claim that a good infringes a United States patent, copyright or trademark, or a foreign patent, copyright or trademark corresponding thereto, provided that Purchaser: (1) notifies Supplier promptly in writing of such action and furnishes copies of all demands, process and pleadings; (2) gives Supplier sole control of the defense thereof, including negotiations for settlement or compromise; and (3) cooperates in the defense at Supplier's expense.

THE FOREGOING STATES THE ENTIRE LIABILITY OF SUPPLIER FOR INFRINGEMENT CLAIMS AND ACTIONS. PURCHASER HEREBY WAIVES ANY RIGHTS THAT PURCHASER MIGHT OTHERWISE BE ENTITLED IN CONNECTION WITH THE FOREGOING.

Exceptions to Indemnity. Supplier shall have no liability to Purchaser for any action or claim alleging infringement based upon any conduct involving: (1) the use of any good in a manner other than as specified by Supplier; (2) the use of any good in combination with other products, equipment, or devices not supplied by Supplier; or (3) the alteration, modification, or customization of any good by any person other than Supplier, or by Supplier based on Purchaser's specifications or at Purchaser's direction, regardless of whether such alteration, modification or customization occurs before or after the good is originally shipped by Supplier to Purchaser. In the event of an infringement action or claim against Supplier which is based on any conduct described in the preceding sentence, Purchaser shall indemnify and hold Supplier harmless against all damages, costs or expenses, including reasonable attorneys' fees paid or incurred by Supplier in connection with such action or claim.

TOOLING, ARTWORK, AND OVERRUNS

If Purchaser pays for tooling, negatives, or plates (collectively "Tooling"), such Tooling will be the property of Purchaser and will be maintained free of charge by Supplier while being used in production and for twenty four (24) months following the last date of use, after which time the Tooling will be destroyed, unless otherwise agreed. If Purchaser does not pay for Tooling, then any such Tooling will be the property of Supplier. Any artwork submitted by Purchaser is subject to the approval of Supplier. Supplier will notify Purchaser of any additional charges for retouching or reworking, and will bill Purchaser at cost. On custom product orders, Supplier reserves the right to ship not in excess of ten percent (10%) over or under the quantity ordered.

GENERAL

Termination for Cause. Upon any material breach by Purchaser, or if Purchaser: (1) fails to comply with any of these Terms and Conditions, (2) becomes unable to conduct its normal business operations (including inability to meet its obligations as they mature), (3) becomes the subject of any proceeding under any state or federal bankruptcy law or other law, or (4) makes any assignment for the benefit of creditors, Supplier will have the right to: (1) immediately cancel or terminate any and all agreements with or obligations to Purchaser relating to sales of the goods, in whole or in such part, which may result in the non-shipment or cancellation of Purchaser's pending or future orders and/or termination of Purchaser's relationship with Supplier, and (2) recover from Purchaser damages for breach (excluding consequential damages), and any unpaid installments due shall become immediately due and payable.

Entire Agreement. These Terms and Conditions, together with any quotation, order acceptance, or invoice subject to these Terms and Conditions, constitute the entire agreement and understanding of Supplier and Purchaser. Supplier assumes no liability except as expressly provided in these Terms and Conditions. These Terms and Conditions may not be modified, terminated, or repudiated, in whole or in part, except in a writing executed by authorized representatives of Supplier and Purchaser. Supplier may, at its sole option, treat any attempted modification, termination, or repudiation to which it does not assent in writing, as a breach by Purchaser.

Waiver. Supplier will not be deemed to have waived any provision of these Terms and Conditions or any breach by Purchaser, unless specifically set forth in writing and executed by an authorized representative of Supplier. No such waiver by Supplier will constitute a waiver of such provision or breach on any other occasion.

Remedies. All remedies in these Terms and Conditions will be cumulative, and not alternative or exclusive, and will be in addition to rights and remedies provided by applicable law. The exercise or failure to exercise any remedy by Supplier will not preclude the exercise of the same or other remedies under these Terms and Conditions.

Governing Law and Dispute Resolution. These Terms and Conditions and the transactions contemplated hereby shall be governed by, construed, and interpreted in accordance with the substantive laws of the State of Wisconsin (excluding the Convention on Contracts for the International Sale of Goods) without regard to its conflict of laws rules. The invalidity or unenforceability, in whole or in part, of any provision, term, or condition shall not affect the validity or enforceability of the remainder of such provision, term, or condition, or any other provisions, terms, or conditions therein. The parties will negotiate in good faith and use reasonable efforts to settle any dispute, controversy, or claim with respect to these Terms and Conditions and any transactions contemplated hereby. If the parties are unable to reach a satisfactory dispute resolution or settlement, any subsequent formal legal action must be commenced within one year and one day after the cause of action accrued.

Force Majeure. Supplier shall not be responsible for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including, acts or omissions of government or military authority, terrorist actions, acts of God, shortages of materials, transportation delays, fires, floods, labor disturbances, riots, and wars.

ETHICS AND PRIVACY POLICIES

Brady Corporation has a global ethics policy (“Code of Ethics”) which governs the behavior and relationships of Supplier and its employees, customers, contractors, suppliers, and distributors (collectively, “Stakeholders”). The policy can be found at www.bradyethics.com under the Code of Ethics tab. If Purchaser believes the conduct of Supplier or any Stakeholder violates the terms of the Code of Ethics, Purchaser should report the violation using the confidential Report Online feature of the website or by using the contact numbers provided on page 3 of the policy. Any personal information submitted by Purchaser using the website will be governed by the Privacy Policy found by clicking on the Privacy Statement link located in the footer of the website. In addition, Purchaser’s submission of personal information during any sale transaction or through any Supplier websites is also governed by Supplier’s Privacy Policy found at www.privacy.bradyid.com.

WEBSITE SPECIFIC TERMS

Websites provided by Supplier, including its subsidiaries and affiliates (“Sites”), are intended as a service to customers. Use of the Sites indicates acceptance of the following website specific terms (“Site Terms"). If Purchaser does not agree to the Site Terms, Purchaser should not use the Sites.

Site Changes

Purchaser should review these Terms and Conditions of Sale, including the Site Terms, whenever Purchaser uses any of the Sites to facilitate purchases. Supplier reserves the right to update and modify Site Terms in its sole discretion, at any time, and without prior notice, including the right to: (1) modify, suspend, or discontinue the Sites or any service, content, price, feature, or product offered through the Sites; (2) charge, modify, and waive fees in connection with use of the Sites; and (3) offer promotions or other opportunities to certain or all users of the Sites. Supplier may deny access to the Sites if in Suppliers’ sole judgment a user or Purchaser failed to comply with any Site Term or provisions of the Site. Supplier shall not be liable to Purchaser, or to any third party, for any modification, suspension, or discontinuance of a Site, or any service, content, feature or product offered through the Sites.

Site Errors

Information on Supplier’s Sites may inadvertently contain typographical errors, inaccurate information, or omissions (collectively, “Errors”) related to product descriptions, pricing, promotions, offers, and availability. If any Sites contains Errors, without prior notice (including after Purchaser submitted an order), Supplier reserves rights to: (1) correct Errors; (2) change or update applicable Site information; and (3) cancel orders made in reliance on Errors.

Right to Limit Orders

Supplier reserves the right to limit or refuse any order. Supplier may, in its sole discretion, limit or cancel quantities purchased per person, business, or order. These restrictions include orders placed by or under the same customer account, the same credit card, and orders that use the same billing or shipping address. In the event Supplier makes a change to or cancels an order, Supplier will attempt to notify Purchaser by contacting the email, billing address, or phone number provided at the time of order. Supplier reserves the right to limit or prohibit orders that, in Supplier’s sole judgment, appear to be placed by unauthorized resellers or distributors.

Proprietary Site Contents

The Sites and their contents, including text, images, illustrations, designs, icons, photographs, video clips and other materials (collectively, "Site Contents"), as well as the copyrights, trademarks, trade dress and other intellectual property in Site Contents, are owned, controlled or licensed by Suppler, its subsidiaries, and/or its affiliates. Purchaser may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell, or exploit in any way, any of the Sites or the Site Contents. No right, title, or interest in any downloaded Site Content is transferred to Purchaser as a result of any downloading or copying. Rights not expressly granted are reserved to Supplier.

Comments and Feedback

Supplier welcomes comments from users and purchasers regarding their experience with Supplier’s Sites, products, and services. While Purchaser feedback is valued, users and purchasers are requested to not send creative ideas, suggestions, proposals, plans, or other materials for Supplier’s business. Supplier will not accept or consider such submissions (unless specifically requested by Supplier), to avoid future misunderstandings in the event projects developed by Supplier, its employees, or its agents, seem similar to creative works submitted by customers or users. If, at Supplier’s request, Purchaser sends certain specific submissions (for example contest entries), or without a request from Supplier, Purchaser sends creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, "Comments"), Purchaser agrees Supplier may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use, in any medium, the Comments Purchaser forwards to Supplier. Supplier shall be under no obligation to: (1) maintain any Comments in confidence; (2) pay compensation for any Comments; or (3) respond to any Comments. Supplier has the right, but not the obligation, to monitor, edit, or remove any Comments. Purchaser is solely responsible for any Comments it makes to Supplier and their accuracy. Supplier takes no responsibility, and assumes no liability, for any Comments posted by Purchaser or any third party. Purchaser agrees its Comments: (1) will not violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right; (2) will not contain libelous or otherwise unlawful, abusive or obscene material, and (3) will not contain any computer virus or other malware that could in any way affect the operation of the Sites. Purchaser may not use a false e-mail address, represent itself to be someone other than itself, or otherwise mislead Supplier or third parties as to the origin of any Comments.

Personal Information

Purchaser’s submission of private or confidential information through the Sites is governed by Supplier’s Privacy Policy located at www.privacy.bradyid.com.