All TestEquity, LLC. ("TestEquity") purchases of products from suppliers or manufacturers ("Supplier") for distribution to TestEquity’s customers are governed by the following terms and conditions ("PO Terms"). All such purchases are subject to any terms and conditions appearing on the face and the reverse side of purchase orders as well as to applicable digital purchase terms and conditions and other acknowledgements appearing on TestEquity’s website at www.TestEquity.com. In the event of a conflict among such terms and conditions, except for an applicable supply agreement which shall take precedence, these PO Terms shall prevail. No terms or conditions in any acceptance, confirmation, acknowledgment or invoice from Supplier, contrary to or modifying these PO Terms, shall apply unless approved and accepted in a separate writing by TestEquity. These PO Terms are subject to change without notice.

Suppliers shall not fill at a price higher than specifically agreed upon by TestEquity in writing. Shipment or providing any of the items or services referred to in any purchase order shall constitute complete and unqualified acceptance of these PO Terms including any terms and conditions on the face and reverse side of a purchase order, and shall constitute an agreement that such purchase order and contract arising therefrom shall be governed in accordance with the provisions of the Uniform Commercial Code and the laws of the State of California, and not the United Nations Convention on the Sale of Goods. In accordance therewith, the parties submit to the venue and laws of the state and federal courts of California, excluding its conflict of law rules.