Terms and Conditions – North America

These terms and conditions of sale which appear on all invoices are the terms and conditions upon which Wayside Technology Group, doing business as GREY MATTER and its subsidiaries (together "GREY MATTER") make all sales. GREY MATTER will not accept any other terms and conditions of sale, unless Buyer and GREY MATTER have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions. Acceptance of all urchase orders is expressly made conditional upon Buyer's assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.

GREY MATTER is a wholly-owned subsidiary of Wayside Technology Group (NASDAQ: WSTG).

1. ACCEPTANCE OF PURCHASE ORDERS

Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's making of an offer to purchase Product from GREY MATTER; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer. GREY MATTER's acceptance is expressly limited to these terms and conditions in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to these terms and conditions is objected to and is hereby rejected by GREY MATTER. GREY MATTER's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be GREY MATTER's acceptance or approval thereof.

2. DELIVERY

Unless otherwise agreed in writing, delivery shall be made in accordance with GREY MATTER'S shipping policy in effect on the date of shipment.

All shipments, unless otherwise stated on the front of the invoice, title to the Products and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by GREY MATTER to the carrier or Buyer's representative at GREY MATTER's logistics center.

3. PRICE AND PAYMENT

Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes), as well as import or customs duties, license fees and any other similar charges, however designated or levied on the sale or delivery of the Products or measured by the purchase price paid for the Products. GREY MATTER's prices set forth on the front side of the invoice do not include such taxes, fees and charges. Exemption certificates must be presented to GREY MATTER prior or at the time of ordering if they are to be honored.

Payment Terms: Unless otherwise specified, the payment terms are COD. GREY MATTER, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid invoices shall bear interest at an amount equal to 1.5% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer's failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. Notwithstanding any "net" payment provisions specified on the invoice, GREY MATTER shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by GREY MATTER at any time and without prior notice. GREY MATTER retains (and Buyer grants to GREY MATTER by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with these terms and conditions of sale. Buyer agrees to execute any additional documents necessary to perfect such security interest.

Collections: In the event the sales invoice shall be placed by GREY MATTER in the hands of an attorney or collection agency for the purpose of collection, with or without litigation, or for the purpose of enforcing GREY MATTER's security interest in the Products, the Buyer agrees to pay any and all costs associated with such placement, including, without limitation, attorney's fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings.

Currency: If a sale is to occur, or the Product is to be shipped, outside of the United States, Buyer acknowledges and agrees that the amount due to Grey Matter NA must be paid in the currency of the quote.

4. RETURNS

Any return of the Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, shall be governed by GREY MATTER's Product Return policies, parallel to the manufacturers polices, in effect on the date of the invoice, or as otherwise provided by GREY MATTER to Buyer in writing. GREY MATTER's Product Return policies should be requested before or at the time of ordering the product. GREY MATTER reserves the right to modify or eliminate such policies at any time. Although GREY MATTER's policies may permit Buyer to return Products claimed to be defective under certain circumstances, GREY MATTER makes no representations or warranties of any kind with respect to the Products. GREY MATTER HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. GREY MATTER WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE FOR BREACH OF WARRANTY.

The right to return defective Products, as previously described, shall constitute GREY MATTER's sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. In the event GREY MATTER issues a return authorization to Buyer allowing Buyer to return Product to GREY MATTER, Buyer will deliver the Product to GREY MATTER's address in the United States, if so required by GREY MATTER, and Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied, on any replacement Product to be shipped by GREY MATTER to Buyer.

5. LIMITATION OF LIABILITY

GREY MATTER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO BUYER OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF GREY MATTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.

6. GENERAL

These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by GREY MATTER to Buyer and shall supersede all prior offers, negotiations, understandings and agreements. Unless Buyer and GREY MATTER have executed a written agreement which specifically modifies, supersedes and/or replaces these terms and conditions, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement or explain these terms and conditions. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of GREY MATTER in the United States. Any waiver by GREY MATTER of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Delaware shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. All sales agreements shall be deemed made in, and shall be governed by, the laws of the State of Delaware. The venue for any disputes arising out of any sales agreement shall be, at GREY MATTER's sole and exclusive option, Monmouth County, New Jersey or the courts with proper jurisdiction at Buyer's location.