Hanneke Hardware and Industrial Supply’s
Standard Terms and Conditions
(Effective May 1, 2007)

The following terms and conditions shall govern all transactions for the sale of goods, products, materials or services (“Goods”) between Hanneke Hardware & Industrial Supply (“Hanneke”) and Customer:

1) Hanneke is authorized to investigate all bank/trade references noted on the Credit Application and obtain information from credit reporting agencies. Customer consents to have Hanneke request and release all credit information that the bank/trade reference may have on Customer’s account, and Customer agrees to execute any release the bank/trade reference may require to release the information.

 2) All Goods purchased for delivery to Customer shall be delivered to Customer as soon as reasonably commercially practicable after receipt of the order, unless otherwise agreed upon in writing. Delivery of Goods shall be F.O.B. Customer’s facility, and title to and risk of loss of such Goods shall pass to Customer upon such delivery; provided, however, on orders where delivery is to be made to Customer directly from a Hanneke vendor, delivery shall be F.O.B. vendor facility, and title and risk of loss shall pass to Customer upon placement by vendor of the goods with the applicable carrier. For such orders delivered directly from a Hanneke vendor, any claim by Customer for damages occurring during shipment or other damages related to shipment shall be made by Customer directly against the freight carrier only and not against Hanneke. All taxes shall be borne by Customer.

3) Customer will be invoiced at the time of delivery of the Goods. Invoices shall be mailed to Customer’s address indicated on the face of the Credit Application. All invoices shall be due and payable Net 30 days from the date of the invoice. All Statement Billings are Net 15th. There shall be no retainage withheld. Payment for any Goods shall be deemed acceptance thereof. Hanneke shall not be required to continue performance or to continue delivery if timely payments are not made. Customer shall have no right of offset.

4) All sums not paid when due shall bear interest at the lesser of 1 ½% per month or at the maximum rate permitted by law as determined by the laws of the State of Missouri. All costs of collection, including reasonable attorneys’ fees, shall be paid by Customer whether or not suit is filed.

5) Hanneke shall be given a reasonable time in which to make delivery of Goods. Hanneke shall not be responsible for delays or defaults where occasioned by any cause of any kind and extent beyond its control, including, but not limited to, delays caused by others, delays in transportation, shortages of materials, civil disorders, acts of terrorism, labor difficulties, strikes, work stoppages, jurisdictional disputes, vendor allocations, fires, floods, weather, delays in approval of and return of shop drawings or submittals, delays in predecessor activities, accidents and acts of God.

6) No backcharge or claim of Customer against Hanneke shall be valid except by an agreement in writing signed by Hanneke. Hanneke must be notified of the amount of any backcharge by the 10th day of the month following any month in which such backcharge is incurred. Customer shall allow Hanneke reasonable opportunity to cure any deficiency before attempting to impose any charge on Hanneke.

7) Customer shall have two (2) days from the date of delivery of the Goods to inspect the Goods. Customer’s failure to reject and refuse acceptance of Goods, which it otherwise would be entitled to reject or refuse, shall constitute a waiver of Customer’s right to refuse or reject same or to terminate the contract. Upon the rejection by Customer of any non-conforming goods (which non-conforming goods shall include Goods in excess of the quantity specified or not in compliance with the specifications shown on the applicable purchase order), Hanneke shall have thirty (30) days to cure such rejected goods. Hanneke shall cure any rejected Goods by either: (i) replacing the rejected goods with conforming goods, (ii) refunding the amount of the paid purchase price, or (iii) crediting Customer with an amount equal to the paid purchase price of such Goods. Hanneke’s method of cure shall be in Hanneke’s sole discretion. No goods shall be returned to Hanneke without Hanneke’s written consent and a Hanneke return authorization number. All returned Goods shall be subject to a restocking charge. All non-stock/special order items shall be subject to re-stocking charges imposed by supplier.

8) Customer agrees to indemnify and hold Hanneke and its officers, directors, employees, agents and suppliers harmless from and against any and all liability, losses, damages, costs and expenses (including reasonable attorneys’ fees and expenses) resulting from (i) any claim or action for injury to persons or damage to property arising out of the use, handling, distribution or sale of Goods purchased by Customer from Hanneke, including, without limitation, product liability or strict liability or (ii) Customer’s breach of any representation made in the Credit Application.

9) Hanneke shall not be liable for delay damages, liquidated damages, lost profits, indirect, incidental or consequential losses, damages or expenses, or multiple damages, directly or indirectly arising from the sale, handling or use of the Goods, or from any other cause with respect to the Goods or any purchase order or these Terms and Conditions, whether such claim is based upon breach of contract, breach of warranty, strict liability in tort, negligence or any other legal theory. Hanneke’s liability hereunder in any case is expressly limited, at Hanneke’s election, to the methods of cure set forth in Section 7 herein. Any claim by Customer against Hanneke shall be deemed waived unless submitted to Hanneke in writing within five (5) days from the date Customer discovered, or should have discovered, any claimed breach.

10) Hanneke makes no warranties with respect to the Goods. Any claims for breach of any manufacturer’s warranties of the goods shall be made directly to the manufacturer of the goods. THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

11) The internal laws of the State of Missouri, without regard to the conflicts of laws provisions thereof, shall govern these Terms and Conditions. Should a dispute arise, any litigation to resolve same must be filed in the Circuit Court of the County of St. Louis, Missouri only.

12) In the event of checks being returned by the bank for insufficient funds or any other reason, Customer agrees to pay a charge of $25.00 per each check returned.

13) Hanneke reserves the right to amend or modify the terms and conditions set forth herein upon giving Customer written notice thereof. Said changes shall be made and posted on Hanneke’s website, www.Hanneke.com. Said changes shall become effective immediately for all orders placed by Customer or all transactions commenced after the effective date of any such change.

14) Customer understands that Hanneke extends credit for Customer’s convenience and Hanneke shall have the right to terminate the Credit Application and any related agreement or extension of credit at any time without notice to Customer. Customer agrees that upon termination of the Credit Application and any related agreement or extension of credit, all sums owing on the date of termination shall be immediately due and payable, together with charges applicable thereto.