Terms and Conditions of Sale for Clearance Website Orders

Updated: 6 February 2020

1. OFFER AND ACCEPTANCE. This document, in addition to any Website Terms of Use, by Justrite Manufacturing Company, LLC, a Delaware limited liability company ("Seller") and the purchaser (the "Customer"), constitutes the entire agreement between the parties. The Customer's acceptance of products shipped by Seller under this document will constitute acceptance by the Customer of all of the terms and conditions stated in this document. No other agreement, statements or promise made by Seller that is not in writing and signed by Seller will be binding upon Seller.

2. PRICES. Discounted prices listed on website for the clearance items are valid for and at the time of order placement on website. These prices are only valid for the clearance items specified. In the event Seller changes its prices, the price of products under this document not yet shipped will be the price in effect on the date Seller received the order for them, except that if Seller agrees to delay the manufacture, production or delivery of any products upon the Customer's instructions, the prices of such products will be those in effect when instructions are later received from the Customer to complete such manufacture, production and delivery. Any additions to an outstanding order will be accepted only at prices in effect when the additional order is accepted. Publicly advertised prices are subject to change without notice.

3. PAYMENT TERMS. If you are an established, authorized distributor for Justrite Safety Group, your standard terms will apply. For new customers, the net invoice amount for products sold under this document is due immediately via payment credit card.

4. CUSTOMER TO PAY APPLICABLE TAXES. Any manufacturer's tax, retailers' occupation tax, sales tax, excise tax, duty, custom, inspection or testing fee, or other tax, fee or charge of any nature whatsoever, imposed by any government authority, on or measured by any transactions between Seller and the Customer, will be paid by the Customer in addition to the prices quoted or invoiced.

5. CLEARANCE MERCHANDISE: Products advertised and sold as CLEARANCE are non-returnable. All sales of CLEARANCE merchandise are sold "as-is" and with no warranty. CLEARANCE items may have minor cosmetic damage (scratches in paint, dents, etc.) All CLEARANCE sales are final – no refunds or exchanges. Justrite makes an effort to provide accurate photos, descriptions and specifications; CLEARANCE items might have slight variations. CLEARANCE merchandise only available while supplies last – no rainchecks or substitutions.

6. NO WARRANTY ON CLEARANCE MERCHANDISE: No warranty available on CLEARANCE items. CLEARANCE items are provided on an "as is" basis without warranty by seller of any kind, either express or implied.

7. FREIGHT. Delivery of products covered by this document will be FOB Seller's plant and shipment will be by way of common carrier, contract carrier or Seller's truck at Seller's option. Seller will not be responsible for loss, damage, or delay caused by the carrier. The Customer will be responsible for filing and recovering on any and all freight damage claims. The Customer is responsible for discovering concealed freight damages. Seller will not honor claims for concealed damage. Seller reserves the right to charge a market price for boxing orders that are less than a full truckload.

8. SUITABILITY. The Customer is solely responsible for determining the suitability and compatibility of the Customer’s methods, processes, designs and materials used with the Products and the suitability of the Products for the Customer’s needs and applications. The Customer will at all times be responsible for determining the suitability of Seller’s or Seller’s affiliates’ information, review and test results, opinions, processes, products and services for use in the Customer’s own processing and applications and for identifying and performing to the Customer’s satisfaction all quality control tests, analyses, forecasts, and other tests and examinations necessary to assure that the Customer’s products and services will be safe, acceptable and suitable for use under end-use conditions.

9. DELIVERY AND ACCEPTANCE. Delivery of products by Seller to a carrier at the FOB point will constitute delivery to the Customer. All risk of loss or damage in transit will pass to the Customer upon delivery to such carrier. The Customer may be charged for any warehousing fees, demurrage fees, trucking and other expenses occasioned by or incident to any delays requested or made for the convenience of the Customer beyond the scheduled shipping date. Claims for shortages or other errors must be made in writing to Seller within ten (10) days after receipt of a shipment. Failure to make such a claim within such ten (10) day period will constitute a waiver of all such claims by the Customer, and such failure will constitute acceptance of the products. Methods and route of shipment will be at the discretion of Seller unless the Customer specifies otherwise in writing and Seller agrees. Any additional expense associated with the method or route of shipment specified by the Customer will be borne by the Customer.

10. NO WITHHOLDING OF PAYMENT. The Customer will not withhold payment of the purchase price(s) of products purchased under or any other amount payable to Seller in connection with this document in the event of any dispute between the Customer and Seller.

11. ORDER CANCELLATIONS. Orders cannot be cancelled after they are in the computerized scheduling queue. Cancellations of any other order must be approved in writing by Seller in its discretion and are further subject to the following upon such approval. Seller will endeavor to stop all of its work with respect to such order within a reasonable time after Seller receives and approves the Customer's request to cancel and the Customer agrees to pay Seller for all work in process and any raw materials or supplies used, or for which commitments have been made by Seller in connection with the order, on the basis of Seller's full costs and expenses computed in accordance with Seller's standard practices, plus fifteen percent (15%) of such full costs and expenses.

12. SHIPPING SCHEDULES; FORCE MAJEURE. All quoted shipping schedules are approximate. Seller may make delivery in lots or installments, unless otherwise expressly agreed, and all such lots or installments may be the subject of separate invoices which are to be paid when due under each invoice and without regard to subsequent deliveries. Seller will not be liable for any penalty for failure to meeting shipping schedules unless Seller has specially agreed to such penalty in a writing signed by an officer of Seller. Seller will not be liable for any damage caused as a result of any delay in delivery or failure to deliver due to any cause beyond Seller's reasonable control, including, without limitation, Act of God; any act of the Customer; embargo or other governmental act, regulation or request; fire; accident; strike; slowdown; war; riot; flood; delay in transportation; or inability to obtain necessary labor, materials or manufacturing facilities at customary prices ("Force Majeure Events"). In the event of any Force Majeure Event, Seller may extend the date of delivery for a period equal to the time lost by reason of the Force Majeure Event. The Customer's acceptance of the products when delivered will constitute a waiver of all claims for damages caused by any such delay or Force Majeure Event. Delay in delivery of any lot or installment will not relieve the Customer of the Customer's obligation to accept remaining deliveries.

13. RESTRICTIONS. Seller does not warrant, and strictly forbids selling or delivering products to Comprehensively Embargoed Countries such as: Cuba, Iran, North Korea, Sudan, Somalia, Syria, and any other counties currently listed in the US Government’s Office of Foreign Assets Control (OFAC) Sanctions List

14. COMPLETE AGREEMENT. This document constitutes the entire agreement between Seller and the Customer. This document will be governed by the laws of the State of Delaware. All terms used in this document that are defined or given meanings in the Uniform Commercial Code, as adopted in the State of New York, will have the same definition and meaning for purposes of this Agreement. This document cannot be amended or modified as against Seller except by a writing signed by an authorized officer of Seller. No claim or right of Seller arising out of any breach of any of the Customer's obligations to Seller may be discharged by any purported waiver or renunciation unless such waiver or renunciation is made expressly by Seller in writing and is supported by consideration.