TERMS AND CONDITIONS OF SALE
SNAP-ON INDUSTRIAL BRANDS, a DIVISION OF IDSC HOLDINGS LLC,
1. Offer and Governing Provisions. We are pleased to offer for sale the products manufactured or marketed by Snap-on ("Products"), subject to the following terms and conditions. This offer is expressly conditioned upon Customer's assent to these terms and conditions, and Snap-on hereby objects to any additional and/or different terms which may be contained in any of Customer's forms or
other correspondence. No such additional or different terms will be of any force or effect. Customer's placement of any order for Products constitutes Customer's unconditional acceptance of the following terms as the entire agreement between Customer and Snap-on with respect to the purchase and sale of Products.
2. Prices and Payment Terms. All prices are subject to change upon notice; and the price of Products on order but unshipped will be adjusted to the price in effect at the time of order entry. Payment is due upon Customer's receipt of Snap-on's invoice, unless Snap-on requires payment in advance. Snap-on reserves the right to charge interest at the rate of 18% per year (but not more than the highest rate
permitted by applicable law) on accounts more than 30 days past due.
3. Taxes and Other Charges. Any manufacturer's tax, occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority, on or measured by the sale by Snap-on to Customer shall be paid by Customer in addition to the prices quoted or invoiced. If Customer is exempt from any
such tax or charge, Customer shall provide Snap-on the applicable exemption certificate. If Snap-on is required to pay any such tax, fee, interest or charge, Customer shall reimburse Snap-on therefor.
4. Delivery and Claims. Products are sold F.O.B. Snap-on's plant or warehouse. Delivery of Products to a carrier at Snap-on's plant or other loading point shall constitute delivery to Customer; and regardless of shipping terms or freight payment, Customer shall bear all risk of loss or damage in transit. Snap-on reserves the right to make delivery in installments, unless otherwise expressly stipulated
herein. All such installments shall be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer of its obligations to accept remaining deliveries. Claims for shortages or other errors in delivery must be made in writing to Snap-on within 10 days after receipt of shipment and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Customer.
5. Delay. All delivery dates are approximate. Snap-on shall not be liable for any damage as a result of any delay or failure to deliver due to any cause beyond Snap-on's reasonable control, including, without limitation, any act of God, act of Customer, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, riot, delay in transportation, or inability to obtain
necessary labor, materials or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost because of the delay. Customer's exclusive remedy for other delays and for Snap-on's inability to deliver for any reason shall be rescission of this agreement.
6. Storage. If the Products are not shipped within 15 days after notification to Customer that they are ready for shipping, for any reason beyond Snap-on's reasonable control, including Customer's failure to give shipping instructions, Snap-on may store such Products at Customer's risk in a warehouse or yard or upon Snap-on's premises, and Customer shall pay all handling, transportation and storage costs at the prevailing commercial rates upon submission of invoices therefor.
7. Cancellation. No order may be canceled or altered by Customer except upon terms and conditions acceptable to Snap-on; Snapon's written consent is required in the case of specially packaged or manufactured Products. In the event of such an approved cancellationby Customer, Snap-on shall be entitled to payment of the full price, less the amount of any expenses saved by Snap-on by reason of the
8. Warranties. Snap-on's warranty of the Products shall be as set forth in the catalog in effect on the date of Customer's order for such Products. (A copy of the catalog is available from Snap-on upon request.) The repair or replacement remedy set forth in the catalog in effect on the order date shall be Snap-on's sole obligation and Customer's exclusive remedy, and shall be conditioned upon Snap-on's
receipt of written notice of any alleged defect within 10 days after its discovery and, at Snap-on's option, return of such Products to Snapon, F.O.B. its factory. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED. SNAP-ON EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE.
Any description of the Products, whether in writing or made orally by Snap-on or Snap-on's agents, specifications, samples, models,
bulletins, drawings, diagrams, engineering sheets or similar materials used in connection with Customer's order are for the sole purpose of
identifying the Products and shall not be construed as an express warranty. Any suggestions by Snap-on or Snap-on's agents regarding
use, application or suitability of the Products shall not be construed as an express warranty unless confirmed to be such in writing by Snapon.
9. Returns. New, unused standard Products may be returned to Snap-on only when Customer obtains Snap-on's advance permission. Returned Products must be securely packaged to reach Snap-on without damage; no credit will be given for used or shopworn Products.
10. Patents, Trademarks and Copyrights. Snap-on will, at its own expense, defend any suits that may be instituted by anyone against Customer for alleged infringement of any United States patent, trademark or copyright relating to any Product manufactured and furnished by Snap-on hereunder, if each of the following conditions is fulfilled: (a) such alleged infringement consists of the use of such Product for any of the purposes for which the Product was sold by Snap-on; (b) Customer shall have made all payments when due hereunder; (c) Customer shall have provided to Snap-on immediate notice in writing of any such suit and shall have transmitted to Snap-on immediately upon receipt all processes and papers served upon Customer; and (d) Customer permits Snap-on through its counsel, either in the name of Customer or in the name of Snap-on, to defend the same, and gives all needed information, assistance and authority to enable Snap-on to do so. If such Product in such suit is held in and of itself to infringe any valid United States patent, trademark or copyright, then: (a) Snap-on will pay any final award of damages in such suit attributable to such infringement, and (b) if in such suit, use of such Product by Customer as permanently enjoined by reason of such infringement, Snap-on shall, at its own expense and at its own option, either (i) procure for Customer the right to continue using the product, (ii) modify the Product to render it noninfringing, (iii) replace the Product with a noninfringing product, or (iv) refund the purchase price and the transportation costs paid by Customer for the Product. Notwithstanding the foregoing, Snap-on shall not be responsible for any compromise or settlement made without its written consent, or for infringements of combination or process patents covering the use of the Products in combination with other goods or materials not furnished by Snap-on. The foregoing states the entire liability of seller for infringement, and in no event shall seller be liable for consequential damages attributable to an infringement.
11. Consequential Damages and Other Liability; Indemnity. Except as otherwise agreed in writing, Snap-on's and its affiliated companies liability with respect to the Products sold hereunder shall be limited to the warranty provided in Section 8 hereof, and, with respect to other performance of this contract, shall be limited to the contract price. SNAP-ON AND ITS AFFILIATED COMPANIES SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SNAP-ON, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. Without limiting the generality of the foregoing, Snap-on specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, loss of use of Products or any associated equipment, cost of capital, cost of substitute Products, facilities or services, down-time, shut-down or slow-down costs, or for any other types of economic loss, or for claims of Customer's customers or any third party for any such damages. SNAP-ON AND ITS AFFILIATED COMPANIES SHALL NOT BE LIABLE FOR AND DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER. Customer shall indemnify Snap-on and its affiliates against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys' fees and other costs of defending any action) which Snap-on or its affiliates may incur as a result of any claim by Customer or others arising out of or in connection with the Products sold hereunder and based on Product defects not proven to have been caused solely by Snap-on's negligence.
12. Governing Laws. These terms and conditions, and any contract for the sale of Products by Snap-on, shall be governed by and construed in accordance with the laws of the State of Wisconsin, without reference to principles of conflicts of laws. The rights and obligations of the parties hereunder shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Terms of sale distinct from those in this document may apply to sales of any products sold or used beyond the boundaries of the United States, and are available from Snap-on upon request.