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I. ABCO SAFETY STANDARD TERMS AND CONDITIONS.

A. SALES POLICY FOR PRODUCTS

1. Wholesale Only.
Abco Safety sells products for business-to-business use to customers with proper business identification, which is required from all customers prior to purchase.

2. Prices.
Prices listed are wholesale, do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Customer should contact the local Abco Safety branch or check online at www.AbcoSafety.com for current pricing. Export orders may be subject to other special pricing. Abco Safety reserves the right to accept or reject any order.

3. Sales Tax.
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt.

4. Payment and Credit Terms.
Abco Safety accepts cash, checks, money orders, Visa, MasterCard, and American Express. For customers with established Abco Safety credit, payment terms are net thirty (30) days from the date of shipment or pick-up of products. All credit extended by Abco Safety to customer, and the limits of such credit, is at Abco Safety’s sole discretion, and may be reduced or revoked by Abco Safety at any time, for any reason. As a condition for the continued extension of credit, customer agrees to provide Abco Safety with current credit information and the latest annual financial statement within five (5) business days following request by Abco Safety. Abco Safety reserves the right to charge a convenience fee for late payments. Abco Safety further reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed.

If customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with Abco Safety’s credit terms, or fails to supply adequate assurance of full performance to Abco Safety within a reasonable time after requested by Abco Safety (such time as specified in Abco Safety's request), Abco Safety may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. Additionally, customer, and each of its subsidiaries and affiliates, agrees to provide to Abco Safety proper authorization necessary for Abco Safety to request any financial information from third parties.

Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from Abco Safety are jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.

5. Security Interest.
Customer hereby grants to Abco Safety a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Abco Safety. Customer agrees to file, and it permits and authorizes Abco Safety to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Abco Safety’s lien or security interest.

6. Credit Balance.
Customer agrees that any credit balance(s) issued by Abco Safety will be applied to customer’s account within one (1) year of its issuance. IF CUSTOMER HAS NOT REQUESTED THE CREDIT BALANCE WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE WILL BE CANCELLED, AND Abco Safety SHALL HAVE NO FURTHER LIABILITY.

B. FREIGHT POLICY

Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. Abco Safety charges a shipping and handling fee, (which includes internal handling and related costs), on each order. Receipts for shipping and handling charges will not be furnished. COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"),including without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, customer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier.

C. PRODUCT WARRANTY POLICY

1. LIMITED WARRANTY.
A.ALL PRODUCTS SOLD ARE WARRANTED BY ABCO SAFETY ONLY TO CUSTOMERS FOR: (i)RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT MANUFACTURE.

B. ABCO SAFETY WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDERNORMAL USE FOR A PERIOD OF SIX (6) MONTHS AFTER THE DATE OF PURCHASE FROM ABCO SAFETY, UNLESS OTHERWISE STATED. PROVIDED THAT ABCO SAFETY ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, ABCO SAFETY MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO THE APPROPRIATE ABCO SAFETY BRANCH OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY ABCO SAFETY, SHIPPING COSTS PREPAID. ABCO SAFETY'S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.

2. WARRANTY DISCLAIMER.
A.NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE, IS MADE OR AUTHORIZED BYABCO SAFETYABCO SAFETY DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. ABCO SAFETY EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE PRODUCTS: (i) ARE MERCHANTABLE; (ii)FIT FOR A PARTICULAR PURPOSE; OR (iii) DO NOT AND WILL NOT INFRINGE UPON OTHER'S INTELLECTUAL PROPERTY RIGHTS.

B.ABCO SAFETY MAKES NO WARRANTIES TO THOSE DEFINED AS CONSUMERS IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT.

3.  LIMITATION OF LIABILITY.
ABCO SAFETY EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. ABCO SAFETY'S LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.

4. Warranty Product Return.
Before returning any product, customer shall: (i) write or call the local Abco Safety branch from which the product was purchased;(ii) in the case of an internet order, contact Abco Safety by logging on to www.AbcoSafety.comand sending an e-mail providing the date, the original invoice number, the stock number, and a description of the defect; or (iii) call Customer Service at 800.352.1032, and provide the date, the original invoice number, the stock number, and a description of the defect. Proof of purchase is required in all cases.

5. Manufacturer’s Warranty.
For information on a specific manufacturer's warranty, please contact the local Abco Safety branch or call Customer Service at 800.352.1032.

6. Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Abco Safety does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Abco Safety accept responsibility for construction, installation and/or use of a product. It is customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.

7. Cross-Reference Information.
Product cross-reference comparisons do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for customer's intended use.

D.PRODUCT INFORMATION

1. Catalog/Website Information.
Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any Abco Safety catalog, literature or web sites does not constitute the right to purchase products. Abco Safety reserves the right to revise publishing errors in its catalogs or any of its websites.

Despite our efforts, occasional pricing errors may occur in the Abco Safety catalogs and websites. Abco Safety reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from Abco Safety.

2. Product Substitution.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.

3. Material Safety Data Sheets.
Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are prepared and supplied by the manufacturers. ABCO SAFETY MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.

E. GENERAL TERMS

1. Electronic Data Interchange.
If Abco Safety and customer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Abco Safety and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by Abco Safety regarding EDI purchases made by customer shall be deemed to be conclusive.

2. Third Party Payment Provider.
If customer elects to use a third party payment system provider (“Third Party Provider”) and Abco Safety is charged fees by the Third Party Provider, Abco Safety reserves the right to seek reimbursement from customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.

3. Intellectual Property.
Customer shall have no right, title, or interest in the tradenames, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by Abco Safety, or any trademarks or service marks owned by suppliers to Abco Safety. All materials contained on the www.AbcoSafety.com website are subject to the ownership rights of Abco Safety and its suppliers. Customer shall have no right to copy or use any of the intellectual property of Abco Safety or its suppliers without Abco Safety's permission.

4. Independent Contractors.
Abco Safety and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate Abco Safety in any manner, nor may customer represent to anyone that it has the right to do so.

5. Sourced Product.

Abco Safety may procure product not available through the Abco Safety catalog or available on www.AbcoSafety.com for a customer from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by Abco Safety and charged to customer. Sourced Product may not be returned without a return goods authorization issued by Abco Safety. Abco Safety, at its sole discretion, may withhold the issuance of such authorization. A restocking fee may apply for any returned Sourced Product. ABCO SAFETY'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOTAPPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER'S SOLE REMEDY.

6. Custom Product.
Abco Safety may offer products manufactured or assembled to customers specifications (“Custom Product(s)”). Abco Safety is not responsible for verifying or confirming the accuracy of specifications provided by customer to Abco Safety for Custom Products. ABCO SAFETY'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED UNDER SECTION 1.C. ABOVE. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.

7. Cancellation.
All product order cancellations, if not prohibited above, must be approved by Abco Safety, and may be denied or subject to restocking fees and other charges.

8. Product Return.
Product returns, if not prohibited above, must be made within six (6) months from date of purchase, unless otherwise indicated. Customer should call the local Abco Safety branch, or go to www.AbcoSafety.com,for instructions. Returned product must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Product returns may be denied or made subject to restocking fees and other charges by Abco Safety.

9. Materials of Trade.
Customer represents that if it is purchasing products as its “materials of trade”, as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the products shall be used in direct support of its business, such business does not concern transportation, and such products shall not be resold or transported in a vehicle other than one owned by itself.

10. Force Majeure.
Abco Safety shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Abco Safety in the conduct of its business.

11. Assignment.
Customer shall not assign any order, or any interest therein, without the prior written consent of Abco Safety. Any actual or attempted assignment without Abco Safety's prior written consent shall entitle Abco Safety to cancel such order upon notice to customer.

12. No Third Party Benefit.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.

13. Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Ohio, and venue shall either be in the state courts in Hamilton County, Ohio or the federal courts for Southwest Ohio.

14. Severability.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.

15. Modification of Terms.
Abco Safety’s acceptance of any order is subject to customer’s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from customer's receipt of Abco Safety’s acknowledgment, or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of Abco Safety’s terms and conditions by customer shall be binding upon Abco Safety, unless agreed to in writing by an authorized representative of Abco Safety. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Abco Safety’s acknowledgment, Abco Safety’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by Abco Safety of any of the terms and conditions contained herein or in Abco Safety’s acknowledgment.

16. Complete Agreement.
The terms and conditions in: (i) Abco Safety’s forms; (ii)acknowledgments; (iii) quotations; (iv) invoices; (v) websites; (vi)catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and Abco Safety.

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