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Welcome to Davidson's Online. By using Davidson's Online you agree to the Terms and Conditions of Sale set forth below. Please read them carefully.

 

TERMS AND CONDITIONS OF SALE

 

Davidson's, Inc. is referred to in these Terms and Conditions of Sale (these "Terms") as "Davidson's" and the person or entity purchasing goods or services (collectively referred to as "Goods") from Davidson's is referred to as "Dealer." Dealer acknowledges that these Terms, along with any attachment, price list, schedule, quotation, acknowledgment, invoice from Davidson's relevant to the sale of Goods, or reseller application, reseller agreement, or credit application executed by Dealer for the benefit of Davidson's (each, a "Related Document"), and all documents incorporated by specific reference into these Terms or any Related Document, constitute the complete and exclusive statement of the terms of the agreement governing all sales of Goods by Davidson's to Dealer (the "Agreement"), regardless of whether or not Dealer or Davidson's expressly make reference to these Terms in any documentation related to any such sale. Dealer's acceptance of Goods will manifest Dealer's assent to these Terms without variance or addition. Davidson's hereby objects to and rejects any terms in Dealer's purchase order or other Dealer documents that are different than or in addition to these Terms, and any such terms in Dealer's purchase order or other Dealer documents shall not constitute any part of the agreement between Dealer and Davidson's, unless otherwise agreed to in writing by Davidson's.

  1. Prices. Except when a fixed price is quoted by Davidson's, the price of Goods is subject to change without notice and the prices invoiced to Dealer will be those in effect at the time of shipment and/or delivery of Goods.

  2. Orders. All orders placed by Dealer are subject to acceptance by Davidson's. Davidson's reserves the right, in its sole discretion, to refuse any Dealer order.

  3. Terms of Payment. Unless payment terms are approved for Dealer by Davidson's in advance, all orders shall be either cash on delivery or paid in advance of shipment. Payment terms for approved Dealer accounts, unless otherwise specified by Davidson's, will be net thirty (30) days from the date of Davidson's invoice. In the event Dealer fails to make any payment to Davidson's when due, (i) in addition to any other remedies available at law, Davidson's reserves the right to terminate this Agreement and/or any Dealer order or to suspend further performance under this Agreement, any other agreements and/or purchase orders with Dealer; (ii) Dealer shall be liable for all expenses, including attorneys' fees and other litigation costs, relating to the collection of past due amounts, (iii) Dealer's entire account balance with Davidson's shall become immediately due and payable without notice or demand by Davidson's, and (iv) all unpaid amounts shall thereafter bear interest until paid in full at a rate as determined by Davidson's, which rate shall not exceed the maximum rate permitted by law. Should Dealer's financial responsibility become unsatisfactory to Davidson's, cash payments or security satisfactory to Davidson's may be required by Davidson's (including, without limitation, letters of credit) for Goods delivered thereafter. If such cash payments and/or security are not provided, in addition to Davidson's other rights and remedies, Davidson's may discontinue the shipment of Goods to Dealer. Dealer hereby grants Davidson's a purchase money security interest in all Goods sold to Dealer by Davidson's, which security interest shall continue until such Goods are fully paid for in cash, and Dealer: (a) upon Davidson's demand, will execute and deliver to Davidson's such instruments as Davidson's requests to protect and perfect such security interest, and (b) authorizes Davidson's to execute and file such instruments as are necessary or useful to protect and perfect such interest.

  4. Shipment. Unless otherwise agreed in writing by Davidson's, all Goods sold by Davidson's to Dealer shall be delivered FOB place of shipment and Dealer shall bear all risk of loss following delivery of Goods to the common carrier. Delivery dates are estimated based upon conditions prevailing at the date of Davidson's acceptance of an order and are subject to change based upon conditions existing at the time of scheduled delivery or any subsequent change in conditions that materially affect Davidson's ability to acquire Goods ordered. Davidson's will have no liability for such changes, but will provide reasonable notice of any changes to Dealer. If Davidson's is to pay freight, Davidson's shall have the right to designate routing and means of transportation; and if Dealer requires a more expensive routing and/or means, Dealer will pay any extra cost involved. The cost of any special packing or special handling as a result of Dealer's requirements shall be added to the amount of the order of the applicable Goods. If the shipment of Goods is postponed or delayed by Dealer for any reason, Dealer agrees to reimburse Davidson's for any handling and storage costs and other additional expenses resulting therefrom.

  5. Delivery and Inspection. Unless otherwise agreed in writing by Davidson's, and to the extent allowable under applicable law, any claims for shortages or damages suffered to Goods in transit are the sole responsibility of Dealer and shall be submitted by Dealer directly to the carrier. Dealer shall cause shortages or damages to be acknowledged in writing by the carrier's driver at the time of delivery. For all Goods that are damaged when received, Dealer shall promptly provide photographs of the damaged Goods (including damaged shipping cartons) to Davidson's. DEALER SHALL PROMPTLY INSPECT EACH FIREARMS SHIPMENT TO DETERMINE IF ANY FIREARMS ARE MISSING FROM SUCH SHIPMENT. If any shipment is not complete, Dealer shall immediately report the serial number of any missing firearm to Davidson's in writing. Dealer shall fully cooperate with any investigation by Davidson's and any law enforcement agency relating any such missing firearms.

  6. Taxes Any current or future tax or any charge of any nature imposed by any governmental or taxing authority that is or becomes payable by reason of the production, transportation, sale, storage, processing, use, consumption or delivery of any Goods sold to Dealer, other than taxes based on Davidson's net income or profit, will be for Dealer's account and will either be added to the price of Goods (unless Dealer provides Davidson's with an exemption certificate acceptable to the applicable taxing authorities) and paid for by Dealer or billed to Dealer separately (unless Dealer provides Davidson's with an exemption certificate acceptable to the applicable taxing authorities), as Davidson's may elect in its sole discretion.

  7. Limited Warranty with Respect to Firearms. Any firearm sold by Davidson's to Dealer that becomes defective while owned by the Dealer or the original consumer purchaser from Dealer will be eligible for Davidson's GuaranteeD™ Lifetime Replacement Program as set forth at www.galleryofguns.com ("GuaranteeD™ Program"). Coverage under the GuaranteeD™ Program extends to any and all parts of the firearm as originally sold by us, but does not extend to any firearm that is altered or rebuilt after original purchase, damaged through abuse, misuse or lack of proper care and maintenance, or used other than for its legal intended purposes. The GuaranteeD™ Program applies only to firearms that are not regulated by The National Firearms Act of 1934, its amendments and rulings. The GuaranteeD™ Program does not cover any other type of merchandise. DAVIDSON'S MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Dealer's sole and exclusive remedy for any breach of Davidson's express warranties is described in this Section 7. In the event of a valid claim under the GuaranteeD™ Program, Davidson's will replace the firearm without charge, subject to the terms of the GuaranteeD™ Program, in accordance with the following procedures:

    1. In order to receive coverage under the GuaranteeD™ Program, within 30 days from date of purchase the original purchaser should complete the warranty registration online at www.galleryofguns.com. If a customer of Dealer submits a claim under the GuaranteeD™ Program regarding a firearm originally purchased by Dealer from Davidson's, Dealer shall immediately notify Davidson's and cooperate in the investigation and resolution of the claim, including return of the firearm to Davidson's (such return to be as directed by Davidson's, including any preferred method of shipping, with return shipping costs to be collected from customer and paid by Dealer). If Davidson's determines that the claim qualifies under the GuaranteeD™ Program it will, at no charge, replace the firearm with the same model. If the same model is not available, Davidson's will repair the firearm if the firearm can be repaired, as determined by Davidson's in its sole discretion. If the no replacement is available and Davidson's determines that the firearm cannot be repaired, Davidson's will replace the nonperforming or defective firearm with a firearm that, in Davidson sole determination, is substantially similar to the defective firearm.

    2. If Dealer submits a claim under the GuaranteeD™ Program pertaining to a firearm not yet sold by Dealer, then upon return of the firearm to Davidson's and its inspection of the firearm and verification that the claim is valid, Davidson's will replace firearm without charge or, if no replacement is available, Davidson's will either provide Dealer with a similar firearm or issue a credit to Dealer for the amount which Dealer paid for the returned firearm.

    3. THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE DEALER'S SOLE AND EXCLUSIVE REMEDIES FROM DAVIDSON'S FOR ANY NONCONFORMITY OR DEFECT IN ANY FIREARM PURCHASED FROM DAVIDSON'S WHETHER SOUNDING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, AND DEALER SHALL NOT BE ENTITLED TO CLAIM OR RECOVER FROM DAVIDSON'S ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR DIMUNITION IN VALUE DUE TO REPAIR OR REPLACEMENT WITH A DIFFERENT FIREARM.

    4. Notwithstanding the foregoing, as a condition of obtaining any remedy from Davidson's upon a claim under the foregoing provisions, Dealer and its customer, as applicable, shall be deemed to have assigned to Davidson's any rights against the manufacturer pertaining to such claim and shall execute any written assignment of such rights as reasonably requested by Davidson's. To obtain performance under the GuaranteeD™ Program, Dealer's customer must return the nonperforming or defective firearm to Dealer and pay the cost of shipping the product to Davidson's. TO AVOID VIOLATION OF STATE AND FEDERAL LAWS, DEALER'S CUSTOMER SHOULD NOT SHIP THE FIREARM DIRECTLY TO DAVIDSON'S.

  8. Limited Warranty with Respect to Other Goods. Except with respect to coverage under the GuaranteeD™ Program relating to firearms as described in Section 7 above, Dealer's sole and exclusive warranty, if any, with respect to Goods sold by Davidson's, is the warranty provided by the manufacturer(s) of such Goods. DAVIDSON'S MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO SUCH GOODS, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

  9. Limitation of Liability. DAVIDSON'S SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT, OR OTHERWISE), AND IN NO EVENT SHALL DAVIDSON'S LIABILITY TO DEALER AND/OR DEALER'S CUSTOMERS EXCEED THE PRICE PAID BY DEALER FOR THE SPECIFIC GOODS OR PORTION OF GOODS PROVIDED BY DAVIDSON'S GIVING RISE TO THE CLAIM OR CAUSE OF ACTION, AND DEALER SHALL INDEMNIFY DAVIDSON'S FOR ANY DAMAGES IN EXCESS THEREOF. IN NO EVENT SHALL DAVIDSON'S LIABILITY TO DEALER AND/OR DEALER'S CUSTOMERS EXTEND TO INCLUDE DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, ALL OF WHICH ARE WAIVED BY DEALER AS TO WHICH DEALER SHALL INDEMNIFY DAVIDSON'S AND HOLD DAVIDSON'S HARMLESS.

    The term "consequential damages" as used in these Terms shall include, but not be limited to, fines, penalties, loss of anticipated profits, business interruption, loss of use of revenue, cost of capital, loss or damage to property or equipment, loss of reputation, diminution of value, or illness. Further, Dealer shall defend, indemnify and hold harmless Davidson's and its directors, officers, employees, shareholders, subsidiaries, affiliates and agents against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorneys' fees) arising out of or in connection with Dealer's, or any other persons', use of Goods. It is further expected that all instructions and warnings supplied by Davidson's will be passed on to those persons who use Goods. Dealer hereby represents and warrants that Goods are to be used in their recommended applications and all warning labels shall be adhered to.

  10. Use of Davidson's Information. As consideration for Davidson's providing Davidson's Information (as defined below) to Dealer, Dealer hereby covenants and agrees that: (a) Davidson's Information will be kept confidential by Dealer and, except as necessary in connection with a potential purchase by a consumer from Dealer of Davidson's Goods, either in person or through one or more e-commerce marketplaces, websites or point of sale systems (an "Approved Use"), Davidson's Information will not be disclosed by Dealer; (b) Dealer will not use any Davidson's Information for any reason or purpose other than an Approved Use; and (c) Dealer will be responsible for enforcing the confidentiality of Davidson's Information and will take such action, legal or otherwise, to the extent necessary to prevent any disclosure of Davidson's Information by any of Dealer's representatives. For purposes of this Agreement: (i) "Davidson's Information" shall mean any and all commercial or other information concerning the business or operations of Davidson's that have been or may hereafter be provided by Davidson's to Dealer though a Data Feed (as defined below) or otherwise, including, without limitation, information relating to Davidson's reports, materials, products (including specifications, photographs and descriptions), and information regarding Davidson's costs, purchasing, prices, markets, sales, selling strategies, operating procedures and systems, customer lists, sales to customers or other customer data, or other matters concerning Davidson's finances or businesses; and (ii) "Data Feed" shall mean a stream or download of structured data that provides users with updates of Davidson's current inventory or pricing information from one or more sources (a Data Feed may stream continuously or be delivered on demand or periodically). Davidson's makes no representation or warranty with respect to any Davidson's Information, including, without limitation, the accuracy of any Data Feed. DAVIDSON'S INFORMATION AND EACH DATA FEED IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DAVIDSON'S SHALL HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF ACCESS TO, OR USE OF, DAVIDSON'S INFORMATION. WITHOUT LIMITING THE FOREGOING, DEALER AGREES THAT DAVIDSON'S SHALL HAVE NO LIABILITY AS A RESULT OF OR ARISING FROM THE TERMINATION, DISCONTINUATION, OR DEALER'S ACCESS TO ANY DATA FEED.

  11. Access, Ownership and Redistribution of Davidson's Information. Davidson's may provide Dealer with access to a Data Feed from time to time, and Dealer hereby agrees that Davidson's shall be the sole and exclusive owner of any information provided pursuant to a Data Feed, as well as all other Davidson's Information. Dealer may not redistribute any Davidson's Information, including, without limitation, any Data Feed, without the express written permission of Davidson's in each instance. Davidson's reserves the right to terminate Dealer's access to any Data Feed at any time in Davidson's sole discretion.

  12. Contingencies. Davidson's shall not be held responsible for or be liable for any nonperformance or any default or delay in performance if caused, directly or indirectly, by acts of God, war, fire, the elements, riot, civil commotion, strikes, lock-outs, slowdowns, picketing or other labor controversies, accidents, delay or default of or failure by carriers, shortages of labor, delay in obtaining or inability to obtain materials, equipment or parts from regular sources, action, request or regulation of or by any government or governmental authority, failure of any party to perform any contract with Davidson's, the performance of which is required for production or shipment of Goods, or any other happening or contingency beyond Davidson's reasonable control, or without Davidson's fault, whether similar or dissimilar to the foregoing. Deliveries or other performance may be suspended for an appropriate period of time or canceled by Davidson's upon notice to Dealer in the event of the foregoing, but the balance of the Agreement shall otherwise remain unaffected.

    If Davidson's determines that its ability to supply the total demand for Goods, or to obtain material used directly or indirectly in the manufacture of Goods, is hindered, limited or made impracticable due to causes set forth herein, Davidson's may allocate its available supply of Goods or such material (without obligation to acquire other supplies of any such Goods or materials) among itself and its purchasers on such basis as Davidson's determines to be equitable without liability for any failure of performance that may result therefrom.

  13. Assignment. Dealer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Davidson's, and any such assignment, without such consent, shall be void.

  14. Permits; Compliance with Laws. Dealer shall at its own expense apply for and obtain any permits required for the installation and/or use of Goods. Except as particularly specified and agreed upon in writing by Davidson's, Davidson's makes no covenant, warranty or representation that Goods will conform to any federal, state or local laws, ordinances, regulations, codes or standards. Dealer agrees that at all times it shall comply with all applicable laws or regulations relating to the sale, transportation, installation, use, or repair of Goods by Dealer, including, without limitation, any state and federal laws relating to the sale and use of firearms, knives or other weapons. Dealer agrees that Dealer will not purchase any Goods from Davidson's that Dealer may not legally purchase, and Dealer hereby agrees to accept full legal responsibility and liability arising out of Dealer's purchasing, possession, distribution or sales of such Goods.

  15. Indemnification. Davidson's shall not be responsible for any losses or damages sustained by any party as a result of improper installation, use or storage of Goods. Dealer shall defend, indemnify and hold harmless Davidson's and its directors, officers, employees, shareholders, subsidiaries, affiliates and agents against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorneys' fees) arising out of or in connection with any injury to, damage to, death to or loss of any persons or property, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of Goods by Dealer, including, without limitation, any state and federal laws related to the sale and use of firearms, knives or other weapons. This Section 15 shall survive the termination of this Agreement.

  16. Electronic Communications. Dealer acknowledges that when Dealer or its representatives use Davidson's Online or send e-mails, text messages, and other communications to Davidson's, Dealer is communicating with Davidson's electronically. Dealer consents to receive communications from Davidson's electronically. Dealer agrees that all agreements, notices, disclosures, and other communications that Davidson's provides to Dealer or its representatives electronically, satisfy any legal requirement that such communications be in writing.

  17. Account; Account Information. Dealer shall be responsible for maintaining the confidentiality of information relating to Dealer's account and password, and Dealer agrees to accept responsibility for all activities that occur under Dealer's account or password. Davidson's reserves the right to refuse service, terminate accounts, remove or edit content, change or terminate credit terms, or cancel orders in its sole discretion. DAVIDSON'S SHALL HAVE NO LIABILITY RELATING TO DAVIDSON'S SUSPENSION OR TERMINATION, IN WHOLE OR IN PART, OF ITS SALES OR SERVICES TO DEALER FOR ANY REASON (INCLUDING CANCELLATION OF ANY PREVIOUSLY ACCEPTED PURCHASE ORDER UPON REFUND OF ANY DEPOSIT), WHETHER WITH OR WITHOUT NOTICE, OR WITH OR WITHOUT CAUSE.

  18. U.S. Export Control Regulations. Dealer hereby agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply, and Dealer may not re-sell or divert any Goods contrary to such laws. Dealer may not sell or export any firearms supplied by Davidson's without the express written consent of Davidson's and the applicable manufacture in each instance.

  19. Set-Off. Dealer shall not be entitled to set-off any amounts due Dealer against any amount due Davidson's in connection with this Agreement.

  20. Severability. If any provision of these Terms or the Agreement is held to be invalid or unenforceable, all other provisions shall nevertheless continue in full force and effect.

  21. Credit Card Payments. Davidson’s may, in its sole discretion, accept credit card payments from Dealer (i) to satisfy an outstanding invoice balance on Dealer’s account and (ii) as authorization to release one or more pending orders for shipment. Davidson’s acceptance of credit card payments is a convenience to Dealer and may be limited, suspended, or discontinued by Davidson’s at any time in its sole discretion. The following terms apply to all credit card payments submitted by or on behalf of Dealer: (a) Processing Fee. All credit card payments are subject to a non-refundable processing fee equal to three percent (3%) of the amount charged. The processing fee will be added to and charged together with the underlying payment. The processing fee is not refundable in connection with any subsequent return, refund, credit, chargeback, or reversal of the underlying transaction. (b) Authorized Cards; Dealer Representations. Dealer may submit payment only with (i) a corporate or business credit card issued in the name of Dealer or an affiliate of Dealer or (ii) a personal credit card issued in the name of Dealer or an authorized representative of Dealer. Dealer shall not submit, use, or permit the use of any credit card issued in the name of, or belonging to, any end consumer of Dealer or any other third party in connection with any payment to Davidson’s. Each time Dealer or its representative submits credit card information to Davidson’s—whether in person, by telephone, by email, or through Davidson’s Online or any other Davidson’s website, point-of-sale system, or payment portal, Dealer represents, warrants, and covenants to Davidson’s that: (1) the card is permitted for use under this Section; (2) the use of the card is duly authorized by the cardholder and complies in all respects with these Terms; and (3) Dealer has obtained all consents and authorizations necessary to submit the card for payment. Dealer acknowledges that Davidson’s may not receive or verify the name of the cardholder when processing a credit card payment and that Dealer is solely responsible for ensuring compliance with this Section. (c) Authorization Constitutes Payment. Upon authorization of a credit card transaction by the issuing bank or applicable card network, the payment shall be deemed received by Davidson’s and shall be final, binding, and irrevocable as between Davidson’s and Dealer. Dealer waives any right to assert insufficient funds, returned payment, declined transaction, or any similar defense with respect to any authorized credit card transaction. (d) Chargebacks and Disputes. If any credit card payment submitted by or on behalf of Dealer is later disputed, charged back, reversed, refunded by the issuing bank, or otherwise returned to the cardholder for any reason, the full amount of such payment, together with the related three percent (3%) processing fee and any chargeback fees, collection costs, or other expenses incurred by Davidson’s, shall be re-billed to Dealer’s account as an obligation of Dealer immediately due and payable to Davidson’s. Such amounts shall be subject to all of Davidson’s rights and remedies under these Terms, including those set forth in Section 3, and Davidson’s may, in its sole discretion, refer any such balance to a third-party collection agency or initiate legal proceedings to collect such balance. (e) Refunds. Refunds and credits authorized by Davidson’s in connection with returns, adjustments, or other Dealer credits shall, by default, be applied as a credit to Dealer’s account with Davidson’s. Upon Dealer’s written request submitted at the time of the return or credit, Davidson’s will instead issue the refund to the credit card originally used for the underlying transaction. Davidson’s will not issue refunds in cash, by check, or to any credit card or account other than (i) the credit card originally used for the underlying transaction or (ii) Dealer’s account with Davidson’s. The three percent (3%) processing fee assessed on the original transaction is non-refundable.

  22. Governing Law. These Terms, the Agreement and all sales of Goods by Davidson's to Dealer shall be governed and construed in accordance with the laws of the State of Arizona, without regard to principles of conflicts of law. Davidson's and Dealer consent to the personal jurisdiction of the state and federal courts located in Arizona for adjudication of any claim or dispute related to these terms or to firearms or other Goods sold by Davidson's to Dealer. The parties further agree that the state or federal courts in Arizona will be the exclusive venue for adjudication of any such claim or dispute. If either party institutes legal proceedings against the other, the prevailing party shall be entitled to recover its costs and expenses incurred in such proceedings, including reasonable attorneys' fees, from the other party.

  23. Modifications of these Terms and the Agreement. Davidson's reserves the right, at any time and for any reason in its sole discretion, to change, modify, or amend these Terms and the Agreement. Any such change, modification or amendment will be posted on Davidson's Online, and will specify its effective date. Therefore, each Dealer should review these Terms before purchasing any Goods. Dealer's purchase of Goods after these Terms are changed, modified or amended by Davidson's will signify Dealer's agreement to be bound by such new Terms.

  24. Miscellaneous. All rights and remedies of Davidson's in these Terms are in addition to, and not lieu of, any rights or remedies that Davidson's may have at law or in equity. These Terms and the Agreement supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these Terms. No change, modification, rescission, discharge, abandonment, or waiver of these Terms shall be binding upon Davidson's unless made in writing and signed on its behalf by its duly authorized representative. No conditions, usage or trade, course of dealing or performance, understanding, or agreement purporting to modify, vary, explain, or supplement these Terms shall be binding unless hereafter made in writing and signed by Davidson's. No modification shall be affected by Davidson's receipt or acceptance of Dealer's purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to these Terms, all of which are objected to by Davidson's. All typographical or clerical errors made by Davidson's in any quotation, acknowledgment or publication are subject to correction. These Terms shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and any uncertainty or ambiguity shall not be interpreted against any one party.

Revised: June 2, 2026