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Vallen
TERMS and CONDITIONS

All products sold and services rendered by Vallen, Inc. ("Vallen") shall be governed solely by the terms of this document, and such terms and conditions shall apply regardless of any additional or conflicting terms or conditions on any purchase order or other form issued by a purchaser ("Customer") or in the course or performance or course of dealing. None of the terms herein may be modified, waived or superseded except with the written consent of an authorized representative of Vallen. Neither Vallen's acknowledgment of a purchase order nor Vallen's failure to object to conflicting or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof and acceptance by Customer of products or services shall be deemed assent to any additional or different terms contained herein.
Commercial Purpose Vallen sells products to Customers for (i) resale, or (ii) use in business, government or original equipment manufacture. The limited warranties set forth below apply to the sale of such products. Possession of, or access to, any Vallen catalogs, literature or websites does not constitute the right to purchase from Vallen. Identification is required from all Customers. All references herein to the term "products" shall include services provided by Vallen.

Pricing— Prices shown on Vallen’s website or in any Vallen catalog are current at the time of publication. Prices and availability are subject to change without notice. For questions regarding price quotations, please contact your Vallen representative. All prices offered are net wholesale prices with trade discounts already deducted. Market-sensitive commodity items will be priced according to current market conditions.

Taxes, Duties and Freight Customer shall pay the amount of any taxes, duties and similar charges levied by any government authority in connection herewith. Such charges are not included in the price of the product and will be added to payments due to Vallen. Customer agrees it will be responsible for all additional taxes and/or penalties from a taxing authority, and all legal expenses incurred by Vallen due to incorrect taxing information furnished by Customer.

Payment Terms— Payment of any invoice shall be due net thirty (30) days from the date of invoice unless otherwise expressly agreed to in writing by Vallen and Customer (the "Payment Date"). If credit is not established, Vallen accepts Visa, MasterCard, Discover, or American Express cards, or Customer may include payment with order or authorize COD terms. Cash discounts are not allowed. All payments must be made in US dollars.
Payments not received by the Payment Date will be subject to a late fee of 1.5%, or the maximum lawful rate, whichever is lower, of the outstanding invoice balance for each 30-day period or portion thereof past due. All costs of collecting any moneys due from Customer under the terms and provisions hereof, including but not limited to, legal expenses, legal interest, attorneys' fees and collector's expenses, shall be paid by Customer to Vallen. Vallen reserves the right, in its sole discretion, to: (a) withhold shipments, (b) require prepayment, and/or (c) impose or revise any credit limits (if applicable) on Customer's purchases when Vallen deems itself insecure with respect to Customer's ability to pay for the purchase order.

CANCELLATION — Any cancellation by Customer must be approved by Vallen, and may be subject to restocking and other charges.

RETURNS— Returns will be accepted prior to the Payment Date if prior authorization is obtained from Vallen, the product is in resalable condition and is in the original manufacturer's package with sales receipt or invoice. Credit will be issued based on Customer's purchase price for the returned product less any applicable restocking charges, freight, or other expenses of return to manufacturer or disposal. Orders that were factory special orders or otherwise fabricated and altered to accommodate Customer are not returnable.

PARTIAL SHIPMENTS
— Customer agrees to accept partial or pro rata deliveries in commercial units as full performance under Customer's purchase order in the event that Vallen is unable to fill Customer's entire order.

SHIPPING & HANDLING— All freight is prepaid and billed shipped to the Customer's place of business in the continental United States, using local shipping point and routing of Vallen's choice. Insurance fees may be added for high value shipments. Any extra charges incurred for additional services approved by Vallen, such as Customer-specified routing, or use of Customer's carrier or special handling at the destination, must be paid by the Customer. Title and risk of loss pass to Customer on delivery to the common carrier. All products shall be shipped FOB SHIPPING POINT, unless otherwise specified herein. If product is damaged in transit, Customer must file any claim exclusively with airline, carrier, vessel and/or insurance company; provided, however, that if Vallen has not received payment in full at the time the product is damaged in transit, Vallen shall have the right to file such claim exclusively with airline, carrier, vessel and/or insurance company.

PRODUCT INFORMATION— Any information regarding products appearing on Vallen’s website or in any Vallen catalog was compiled from the information and data furnished by the various manufacturers whose products appear herein and Vallen assumes no responsibility and makes no representation as to the accuracy of the specifications of the products. All illustrations and descriptions are for the sole purpose of identification and Vallen does not represent that the products will necessarily conform to the illustrations or descriptions. Vallen makes no representation that the goods advertised in this catalog comply with specific requirements of the U.S. Occupational Safety and Health Act (OSHA) or of federal or state environmental laws, and rules and the applicable regulations under of each of the foregoing, as they now exist or may exist in the future. It is the Customer's responsibility to comply with such laws based upon the intended or actual use of the products. Material Safety Data Sheets (MSDS) sheets are available upon request for all products for which they are required. Product cross-reference comparisons do not imply that all products compared 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.
PRODUCT INFORMATION DISCLAIMER — ALTHOUGH VALLEN HAS USED REASONABLE EFFORTS TO ACCURATELY ILLUSTRATE AND DESCRIBE THE PRODUCTS IN ITS CATALOGS, LITERATURE, AND WEBSITES, SUCH ILLUSTRATIONS AND DESCRIPTIONS ARE FOR THE SOLE PURPOSE OF PRODUCT IDENTIFICATION AND DO NOT EXPRESS OR IMPLY A WARRANTY OR AFFIRMATION OF FACT OF ANY KIND OR A WARRANTY OR AFFIRMATION OF FACT THAT THE PRODUCTS WILL CONFORM TO THEIR RESPECTIVE ILLUSTRATIONS OR DESCRIPTIONS. Vallen reserves the right to correct publishing errors.
LIMITED WARRANTY — Customer acknowledges and agrees that products will be ordered by Vallen from vendors of Vallen. Vallen represents and warrants that Vallen shall have, on the date of transfer to the Customer, title thereto and the right to sell the product(s) delivered to Customer.

CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE PRODUCT OR REPERFORMANCE OF THE SERVICE OR RETURN OF THE PURCHASE PRICE, AT THE OPTION OF VALLEN.
ANY WARRANTY ISSUED BY THE MANUFACTURER OF PRODUCTS SHALL BE SOLELY THAT OF THE MANUFACTURER AND NOT OF Vallen. VALLEN HEREBY ASSIGNS TO CUSTOMER, AT THE DATE THAT TITLE PASSES TO CUSTOMER FOR SUCH PRODUCT, ALL OF THE MANUFACTURER'S OR VENDOR'S WARRANTIES, EXPRESS OR IMPLIED, IF ANY AND IF ASSIGNABLE, WITH RESPECT TO THE PRODUCT, AND VALLEN HEREBY AUTHORIZES CUSTOMER TO MAKE OR SETTLE ANY CLAIMS UNDER SUCH WARRANTIES DIRECTLY WITH ANY SUCH MANUFACTURER OR VENDOR.

WARRANTY DISCLAIMER— EXCEPT FOR THE WARRANTIES OF TITLE VALLEN EXPRESSLY PROVIDES ABOVE UNDER "LIMITED WARRANTY", VALLEN MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO PRODUCTS FURNISHED OR SERVICES RENDERED BY VALLEN HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. VALLEN DOES NOT AUTHORIZE ANY PERSON TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND CUSTOMER SHOULD NOT RELY ON ANY PERSON MAKING ANY SUCH STATEMENTS.

Vallen is not liable to third parties or anyone with whom it does not have a direct contractual relationship for any claims arising out of alleged defects in products sold or services performed. Vallen is not liable for defects in information provided by secondary sources.
LIMITATION OF LIABILITY — IN NO EVENT SHALL VALLEN BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR INCOME, LOSS OF USE OR LOSS OF TIME, WHETHER IN CONTRACT, TORT, OR OTHERWISE RESULTING FROM ITS PERFORMANCE, NON-PERFORMANCE OR DELAY IN PERFORMANCE OF ITS OBLIGATIONS HEREUNDER WHETHER OR NOT CUSTOMER HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. In the event that a court of competent jurisdiction should hold that the limitations of warranties, liabilities and remedies contained herein, or in any portions thereof, are unenforceable for any reason, Customer expressly agrees that under no circumstances shall the total liability of Vallen to Customer exceed the value of the specific product or service at issue.

EXCLUSIVE TERMS AND CONDITIONS — All products sold and services rendered by Vallen shall be governed solely by the terms of this document, and such terms and conditions shall apply regardless of any additional or conflicting terms or conditions on any purchase order or other form issued by Customer. None of the terms herein may be modified, waived or superseded except with the written consent of Vallen's authorized representative, including without limitation any written contract between Vallen and Customer executed by Vallen's authorized representative. Neither Vallen's acknowledgment of a purchase order nor Vallen's failure to object to conflicting or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof andacceptance by Customer of products or services shall be deemed assent to any additional or different terms contained herein.

PRODUCT SUITABILITY — Many states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring areas. While Vallen attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Before purchase and use of a product, please review the product application, and the applicable national, state, and local codes and regulations, to ensure compliance of the product, its installation, and its use.

NO WARRANTIES TO CONSUMERS — Vallen makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act.

HAZARDOUS CONDITIONS AND SERVICES LIMITATIONS— The Customer acknowledges that Vallen has neither created nor contributed to the creation or existence of any hazardous or otherwise dangerous substances or conditions at Customer's site, and Vallen's compensation hereunder is not commensurate with the potential risk of injury or loss that may be caused by exposure to, contamination by, or the presence of such substances or conditions.

If Vallen performs any testing services for Customer, Customer recognizes and agrees that Vallen provides no warranty or guarantee of the outcome of its testing or servicing methods and that all such testing and servicing methods have reliability limitations, that no method nor number of sampling locations can guarantee that a hazard will be discovered if contamination or other evidence of the hazard is not encountered within the performance of the services as authorized. Customer further acknowledges and agrees that reliability of testing or servicing varies according to the sampling frequency and other service variables selected by Customer and that factors other than reliability, including cost, have been considered in the Customer's selection of services. Customer agrees that it has knowledgeably accepted these limitations and the risks attendant thereon and that Vallen shall be considered to be at fault (but not necessarily liable) only to the extent that the services selected by the Customer are not performed in accordance with, and subject to the limitations on, any warranties provided herein.

U.S. FOREIGN CORRUPT PRACTICES ACT — Customer acknowledges that it is an Independent Contractor, as defined in the next paragraph, and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), in connection with the purchase and resale of the products ordered.

INDEPENDENT CONTRACTORS — Vallen and Customer are Independent Contractors and not principal and agent. Nothing construed or contained in these Terms and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Without limiting the generality of the foregoing, Customer is not authorized to make, and shall not make, any representations on behalf of, or which are binding upon, Vallen and shall take no actions on behalf of, or which are binding upon, Vallen. The status of Vallen and its personnel and any subcontractors is and will be that of independent contractors, and no such personnel or subcontractors will, at any time or for any purpose, be deemed employees or agents of Customer.
EXPORT CONTROLS AND RELATED REGULATIONS — Customer represents and warrants that it is not on, or associated with any organization on: (i) the United States Department of Commerce's Bureau of Industry and Security's Denied Persons List or Unverified List; (ii) the United States Department of the Treasury's Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or (iii) the United States Department of State's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List. Customer represents and warrants that it is not subject to a denial order issued by the United States Department of Commerce. Customer shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited to all applicable export control laws of the United States or other governing agencies and their successors.

FOREIGN PRINCIPAL PARTY IN INTEREST; FREIGHT FORWARDER AND DOCUMENTATION — It is specifically agreed that Customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Customer's agent in such capacity for Export Administration Act or other applicable purposes and Customer and freight forwarder shall assume responsibility for all export or routed transactions documentation. At Vallen's request, Customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Customer or its freight forwarder related to sales to them by Vallen.

COUNTRY OF IMPORTATION AND ANTI-DIVERSION — Customer represents that it is purchasing products from the United States and importing them to the country specified in Customer's and Vallen's documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination contrary to such laws. Any commodities, technology and software will be exported from the United States in accordance with the Export Administration Act regulations and other applicable regulations. Diversion contrary to United States law is prohibited. If requested by Vallen, Customer shall provide documentation satisfactory to Vallen verifying delivery at the designated country. Customer further agrees to inform Vallen at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling requirements, but Vallen shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents as are necessary under United States export laws and regulations for export, unless Vallen expressly agrees to do so.

PERMITS, EXPORT, AND IMPORT LICENSES — Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Act, Toxic Substances Control Act, or other applicable legislation or regulations including, but not limited to, the Department of Defense or Department of State regulations.

TRADEMARKS, COPYRIGHTS, AND DOMAIN NAMES
— Customer acknowledges that it has no right, title, or interest in the trade names, trademarks, copyrights, or domain names of Vallen, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of Vallen. Customer agrees that it will not copy the products sold to Customer or their packaging, trade dress, catalogs, or websites.

FORCE MAJEURE — If Vallen's performance shall be delayed or prevented because of any event that is not within the reasonable control of Vallen, Vallen may, at its option, suspend performance during the period such cause continues, and no liability shall attach against Vallen on account thereof.

SEVERABILITY— If any provision herein is held invalid, such invalidity shall not affect the other provisions of this document, which can be given effect without the invalid provision, and, to this end, the other provisions of this document are declared to be severable, and the document shall be enforced to achieve, as closely as possible and consistent with all applicable law, the spirit and intent of the invalid provision.
E-COMMERCE CAPABILITY — In the event that Vallen agrees to provide e-commerce capability to Customer utilizing Vallen's website, the terms and conditions set forth in this document shall govern the sale of products or services to Customer that are purchased through such capability notwithstanding any additional or different terms or conditions on any document or separate Internet website, whether the Customer's or a third party's.
GOVERNING LAW — The rights and obligations of the parties under these Terms and Conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, the validity, interpretation, and performance hereof and any dispute connected herewith, shall be governed and construed in accordance with the laws of the State of South Carolina, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules.

DISPUTE RESOLUTION
— Actions by Vallen for nonpayment by Customer of the purchase price of products sold by Vallen, or for redress of other breaches by Customer of these Terms and Conditions, may be brought by Vallen, at its option, before any United States or foreign judicial court of competent jurisdiction.
PRODUCT-SPECIFIC CLAUSES:
ELECTRONIC AND PHOTOGRAPHIC CLEANING FLUIDS CUSTOMERS — It is a violation of federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon (CFC) containing cleaning fluid for electronic and photographic equipment or aerosol hydrochlorofluorocarbon (HCFC) containing cleaning fluid for electronic and photographic equipment to anyone who is not a commercial user of this product. The penalty for violating this prohibition can be up to $25,000 per unit sold. Individuals purchasing such products must present proof of their commercial status in accordance with 40 CFR 82.68(a) or (c). A "Commercial User," as defined in the regulation, means a person that uses the product in the purchaser's business, or sells it to another person and has one of the following identification numbers: (i) a Federal employer identification number; (ii) a State sales tax exemption number; (iii) a Local business license number; or (iv) a Government contract number.
MOLD RELEASE AGENT CUSTOMERS – it is a violation of federal law to sell mold release agents containing hydrochlorofluorocarbon (HCFC) as propellants to anyone, except for use in applications where no other alternative except a class I substance is available. The penalty for violating this prohibition can be up to $25,000 per unit sold.
WASP AND HORNET SPRAY CUSTOMERS – It is a violation of federal law to sell or distribute wasp and hornet sprays containing hydrochlorofluorocarbon (HCFC) as solvents to anyone, ecept for use near high-tension power lines where no other alternative except a class I substance is available. The penalty for violating this prohibition can be up to $25,000 per unit sold.
REFRIGERANT CUSTOMERS — Effective November 14, 1994, in accordance with the Federal Clean Air Act, sale of Class 1 (CFC) and Class 2 (HCFC) refrigerant will be restricted to resale purchases and/or to certified professional service technicians. To purchase regulated refrigerant products, all Customers must present a certification card or sign a statement of resale to complete the purchase.

OSHA HAZARDOUS SUBSTANCE & CALIFORNIA PROPOSITION 65 PRODUCT INFORMATION
— MSDS for OSHA-defined hazardous substances and a list of products known by the state of California to cause cancer or reproductive harm are available at your local Vallen branch, or by contacting Vallen's U.S. corporate headquarters. Vallen makes no warranty with respect to the accuracy of the information or the suitability of the recommendations in the MSDS. Vallen disclaims any and all liability to any user.

MATERIALS OF TRADE — Customer represents that if it is purchasing goods as its "materials of trade" as defined in the Hazardous Materials Regulations in Title 49 of the Code of Federal Regulations, that the goods will be used in direct support of its business, which is not transportation, and that such goods shall not be resold or transported in a vehicle other than one owned by itself.
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