Terms and Conditions

Delivery: Title and risk of loss or damage to material shall pass to Buyer at the time Seller or its supplier delivers possession of

the material to a carrier or to Buyer if there is no carrier. Seller will make carrier selection based on current rates, reliability, and transit

schedules. Shortages must be reported within 24 hours of receipt of order by Buyer. Buyer shall promptly report damage in transit from the

carrier. Should Buyer request alternate transportation, Buyer agrees to pay any excess charges and be responsible for any damages or

delays resulting from such carrier selection. Quoted shipping and delivery dates are approximate and are based on prompt receipt of all

necessary information from Buyer. Seller will attempt to notify Buyer of any material delay and will specify the revised delivery date as

soon as practical.

Warranty: Due to (i) ever-changing specifications by original equipment manufacturers, (ii) errors in supplier’s/vendor’s catalogs

and (iii) wrong or incomplete information provided by Buyer regarding application, among other factors, the wrong parts may be

ordered/sent. It is the Buyer’s or installing mechanic’s responsibility to check the component being installed/used for proper size and to

verify that such part will correctly replace original parts. Seller will be pleased to exchange any incorrect parts prior to installation. Seller

will not assume any liability for loss or damage if a wrong part is installed. Warranties of parts sold by Seller, if any, are issued solely by

Seller’s supplier of such parts. Seller expressly disclaims any and all additional warranties, express or implied. Seller shall not be liable

for labor charges by Buyer or its customers resulting from the removal, repair or replacement of any parts. Seller may assist Buyer in

completing labor claim requests to be submitted to Seller’s suppliers, however any decision to honor any portion of said labor claim is the

decision of such supplier, and not that of the Seller. Seller expressly prohibits and denies any person from issuing any express or implied

warranty on its behalf.

Returns: Seller, at its election and as an accommodation to Buyer, may accept returns of conforming material and may pick up

such returns at the premises of Buyer and deliver to Seller’s premises. Returns not picked up by Seller shall be sent by Buyer to Seller at

Buyer’s cost. Merchandise for which return credit is sought from Seller by Buyer should be in such a condition to be restocked and resold

and must be free of grease, dirt, damage, modification, installation, etc. Merchandise not purchased by Buyer from Seller within the past

90 days will not be accepted as a return for credit. Returns accepted by Seller will be credited at Seller’s cost or at Buyer’s cost, if invoice

number showing purchase is provided. Credits, if related return is accepted by Seller, will be issued/invoiced in the current month of

business, if such returns are delivered to the Seller’s premises by the 20th. Special orders, drop shipment and other non-stocking items will

be subject to a twenty percent (20%) handling charge.

Assignment: Buyer shall not assign any right or interest under this Agreement without the prior written consent of Seller. Any

attempted assignment or delegation in contravention of the above shall be void and ineffective.

Venue: Venue of any action to enforce any of the terms or conditions of this Agreement shall be brought in Jefferson Circuit

Court in Louisville, Kentucky. All parties submit to such jurisdiction, expressly waiving whatever rights may correspond by reason of

present or future domicile.

Choice of Law: The construction, interpretation and performance of this Agreement shall be governed by the laws of the

Commonwealth of Kentucky.

Non-Waiver: No course of dealing, course of performance, or failure of either party to strictly enforce any term, right or condition of

this Agreement shall be construed as a waiver of such or any other term, right or condition. Determination that any term, right or condition

of this Agreement is illegal or invalid shall not affect the validity or enforceability of the remaining provisions of this Agreement.

Limitation of Liability: Seller shall in no event be liable to Buyer or to any other person or company using any product or service

supplied by Seller for indirect, special, reliance, incidental or consequential loss or damage arising out of this Agreement or any obligation

resulting therefrom or the use or performance of the material, whether in an action arising out of this breach of warranty, breach of contract,

delay, negligence, strict tort liability or otherwise.

Entire Agreement: The terms, rights and conditions contained in this Agreement supersede all prior oral or written

understandings between the parties and shall constitute the entire agreement between the parties with respect to the subject matter of this

Agreement. There are no misunderstandings or representations, express or implied, not expressly set forth in this Agreement.