Retsel® Terms and Sales Policies

1. Retail and wholesale sales.

 Retsel Inc. ("Retsel)") sells products to individual customers and dealers only.

2. Prices

Prices listed are retail only, do not include freight, handling fees, taxes,  and/or duties, and are subject to correction or change without notice.  Export orders may be subject to other special pricing. Retsel reserves  the right to accept or reject any order.

3. Sales Tax

Customers are responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an  order, customer shall indicate which products are tax exempt.

4.  Payment and Credit Terms

Retsel accepts cash, checks, money orders, Visa, MasterCard, and American  Express and Paypall. For customers with established Retsel credit, payment terms are net thirty (30) days from the date of shipment or pick-up. All credit  extended by Retsel to customer, and the limits of such credit, is at  Retsel’s sole discretion, and may be reduced or revoked by Retsel at any time, for any reason. Retsel reserves the right to charge a convenience fee for late payments. Retsel further reserves the right to charge  customer a late payment fee at the rate of one and one-half percent  (1-1/2%) of the amount due for each month or portion thereof that the  amount due remains unpaid, or such amount as may be permitted under  applicable law. Anticipation and cash discounts are not allowed. Export  orders are subject to special export payment terms and conditions. All  payments must be made in U.S. dollars. Retsel shall have the right of  set-off and deduction for any sums owed by customer to Retsel.

If customer fails to make payment within thirty (30) days of shipment or  pick-up, or fails to comply with Retsel’s credit terms, or fails to  supply adequate assurance of full performance to Retsel within a  reasonable time after requested by Retsel (such time as specified in  Retsel’s request), Retsel may defer shipments until such payment or  compliance is made, require cash in advance for any further shipments,  demand immediate payment of all amounts then owed, elect to pursue  collection action (including without limitation, attorneys' fees and any and all other associated costs of collection), and/or may, at it’s option, cancel all or any part of an unshipped order.

Customer agrees to assume responsibility for, and customer hereby  unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer's  subsidiaries and affiliates purchasing from Retsel will be jointly and  severally liable for purchases with customer, and customer is also  acting as agent for such subsidiaries and affiliates.

5. Security Interest

Customer hereby grants to Retsel a first priority purchase money security  interest and/or chattel mortgage in the products and any accounts  receivable or cash from resale thereof until full payment is made to  Retsel. Customer agrees to file, or permit Retsel to file, any financing statements or other appropriate documents with its governmental  authorities to perfect the validity, priority, and enforceability of  Retsel's lien or security interest.

6. Credit Balance

Customer agrees that any credit balance(s) issued by Retsel will be applied to customer's account
within one (1) year of its issuance. IF CUSTOMER HAS NOT REQUESTED THE CREDIT BALANCE WITHIN ONE (1) YEAR, ANY  REMAINING CREDIT BALANCE WILL BE CANCELLED, AND RETSEL SHALL HAVE NO  FURTHER LIABILITY.

7. Freight Policy

Prices stated are F.O.B. origin, freight prepaid to destination specified in  the order. Retsel charges a shipping and handling fee, (which includes  internal handling and related costs), on each order which is applied at  time of order and reflected on customer's invoice. Receipts for shipping and handling charges will not be furnished. Retsel covers shipping and  handling for standard ground delivery for orders over US $2500 before  tax and freight (including any backorders). COD shipments are not  permitted. Other terms and conditions may apply for other than standard  ground delivery ("Other Freight Services"), including without  limitation, expedited same day delivery, air freight, freight collect, export orders, customer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for other Freight Services must be paid by customer. Fuel surcharges may be  applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only  recourse is to file a claim with the carrier.

Warranty Policy

1.LIMITED WARRANTY

ALL PRODUCTS SOLD ARE WARRANTED BY RETSEL ONLY TO CUSTOMERS FOR: (i)  RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT  MANUFACTURE; (iii)RETAIL.  RETSEL WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND  WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (10) YEAR TERM AFTER THE  DATE OF PURCHASE FROM RETSEL, UNLESS OTHERWISE STATED. PROVIDED THAT  RETSEL ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY  PERIOD, RETSEL MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii)  REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO  THE FACTORY OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY RETSEL,  SHIPPING COSTS PREPAID. RETSEL’S REPAIR, REPLACEMENT, OR REFUND OF  AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND  EXCLUSIVE REMEDY.

This warranty does not apply to failures in service due to deliberate  misuse, accident, neglect, alteration, or normal wear and tear. NOTE: No warranty will be provided on requested repairs that do not restore to  sound operating condition the equipment being worked on. Retsel  Incorporated will only offer a warranty on repairs that we have  recommended and/or requested by the customer that meets these criteria.

This warranty does not cover economic loss or additional expense including  (without limitation): payment for loss of time or pay, inconvenience,  storage, loss of equipment use income, rental expense, shipping costs or other travel costs.

Retsel Incorporated reserves the right to inspect and correct any work to  which our posted warranty applies. Complete equipment service history  records may be required to be submitted to the Warranty Claims  department as part of the investigation process. Keep a copy of the  sales ticket indicating the work that was done and showing that full  payment for the service was made.

2. WARRANTY DISCLAIMER

A. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS  SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE, IS MADE OR AUTHORIZED BY RETSEL. RETSEL DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF  PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, PRODUCT MODIFICATION,  MISREPAIR OR MISAPPLICATION. RETSEL EXPRESSLY DISCLAIMS ANY WARRANTY  THAT THE PRODUCTS: (i) ARE MERCHANTABLE; (ii) FIT FOR A PARTICULAR  PURPOSE; OR (iii) DO NOT AND WILL NOT INFRINGE UPON OTHER'S INTELLECTUAL PROPERTY RIGHTS.

B. RETSEL MAKES NO WARRANTIES TO THOSE DEFINED AS CONSUMERS IN THE  MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT.

3. LIMITATION OF LIABILITY

RETSEL EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL,  SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. RETSEL'S LIABILITY IN ALL  CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE  PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.

4. Warranty Product Return

Before returning any product, customer shall: (i) write or call the Retsel  Corpoaration from which the product was purchased; (ii) in the case of  an internet order, contact  service@ retsel.com with the purchase date,  the original invoice number, the stock number, and a description of the  defect; or (iii) call Customer Care at 1-208-254-3737 and provide the  date, the original invoice number, the stock number, and a description  of the defect. Proof of purchase is required in all cases.

5.Manufacturer's Warranty

For information on a specific manufacturer's warranty, please contact the manufacturer of the specific product purchased.

6. Product Compliance and Suitability

Jurisdictions have varying laws, codes and regulations governing construction,  installation, and/or use of products for a particular purpose. Certain  products may not be available for sale in all areas. Retsel Corporation  does not guarantee compliance or suitability of the products it sells  with any laws, codes or regulations, nor does Retsel accept  responsibility for construction, installation and/or use of a product.  It is customer's responsibility to review the product application and  all applicable laws, codes and regulations for each relevant  jurisdiction to be sure that the construction, installation, and/or use  involving the products are compliant.

7. Cross-Reference Information

Product cross-reference comparisons do not imply that products 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.

8. Catalog / Website Information

Retsel reserves the right to update publishing errors in its catalogs or any  of its websites. Product depictions in the catalog or websites are for  illustrative purposes only. Possession of, or access to, any Retsel  catalog, literature or websites does not constitute the right to  purchase products.

9. Product Substitution

Products (and country of origin) may be substituted and may not be identical to  catalog or website published descriptions and/or images.

10. Occupational Safety and Health Administration ("OSHA") Hazardous Substance

Material Safety Data Sheets ("MSDS") for OSHA defined hazardous substances are  prepared and supplied by the manufacturers. RETSEL MAKES NO  WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF  THE RECOMMENDATIONS IN ANY MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY  RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.

11.California Proposition 65

The State of California requires that certain warnings be given concerning  products subject to Proposition 65. For products denoted with a or symbol the following warnings apply:

Warning: This product contains a product known to the State of California to cause cancer.

Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm.

MSDS and Proposition 65 Regulated Product Requests

Information on MSDS and Proposition 65 regulated products are available: (i) at the local Retsel distributor branch; (ii) by contacting Retsel Corporation, P.O. Box 4369 Pocatello, Idaho 83201 Attn: Environmental Health and  Safety Deptartment. A complete list of Proposition 65 regulated  chemicals are available by logging on to www.oehha.ca.gov.

12.California and Vermont Customers

Section 116875 of the California Health and Safety Code and Title 9, Chapter  63, Article 2470 (h) of the Vermont Statutes prohibit the introduction  into commerce of any pipe, pipe or plumbing fitting, or fixture intended to convey or dispense water for human consumption that is not "lead  free." Please reference the actual regulations for more information.

13.Important Notice to Federal Customers Re: Country of Origin

While all products listed on GSA Advantage meet the requirements of the  Trade Agreements Act ("TAA"), as implemented by Federal Acquisition  Regulations Part 25, other products sold by Retsel may not meet the  requirements. At the time of purchase, Retsel will advise customers with proper identification as an authorized schedule customer whether or not a product is "TAA-compliant." Any federal customer purchasing a non-TAA item will be making an "open market" purchase that is not covered by  any contract. Federal customers are advised that the open market  purchases are NOT GSA schedule purchases. By purchasing any product on  the open market, the customer represents that it has authority to make  such purchase and has complied with all applicable procurement  regulations.

14. ARRA Orders (American Reinvestment Recovery Act)

It is the customer's responsibility to advise Retsel whether this order is funded in any part by funds from or related to the American  Reinvestment and Recovery Act ("ARRA") (Pub. L. No. 111-5) (i.e.,  Stimulus Funds). Upon request, Retsel will provide country of origin  information so that customer may determine compliance with any  applicable requirements under ARRA Section 1605 or any other applicable  regulations.

15. Electronic Data Interchange

If Retsel and customer mutually agree to use an Electronic Data  Interchange ("EDI") system to facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any contract of sale  resulting from an EDI transaction under the provisions of any law  relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best  evidence rule or any other similar rule, on the basis that such records  were not originated or maintained in documentary form. Retsel and  customer will negotiate and agree on technical standards and methods to  use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a  conflict, the business records maintained by Retsel regarding EDI  purchases made by customer shall be deemed to be conclusive.

16. Third Party Payment Provider

If customer elects to use a third party payment system provider ("Third  Party Provider") and Retsel is charged fees by the Third Party Provider, Retsel reserves the right to seek reimbursement from customer for any  and all costs paid to the Third Party Provider for the transfer of  funds, retrieval of payment detail, or any other purpose from the Third  Party Provider.

17. Intellectual Property

Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by Retsel, or any  trademarks or service marks owned by suppliers to Retsel. All materials  contained on the www.retsel.com website are subject to the ownership  rights of  Retsel and its suppliers. Customer shall have no right to copy or use any of the intellectual property of  Retsel or its suppliers  without Retsel’s written permission.

18. Retsel’s Performance of Services

In conjunction with customer's purchase of product, Retsel may perform  certain services for customer on customer premises such as delivering,  ordering, performing inventory management, or putting-away product  (collectively, the "Services"). Customer will hold harmless and  indemnify Retsel, its officers, directors, employees, agents,  subcontractors or representatives from and against any and all claims,  including bodily injury, death, or damage to personal property, and all  other losses, liabilities, obligations, demands, actions and expenses,  whether direct or indirect, known or unknown, absolute or contingent,  incurred by Retsel related to the performance of Services for customer  (including without limitation, settlement costs, attorneys' fees, and  any and all other expenses for defending any actions or threatened  actions) arising out of, in whole or in part, any act or omission of  customer, its employees, agents, subcontractors or representatives.

19. Independent Contractors

Retsel and customer are independent contractors and not principal and agent.  Nothing contained in these terms and conditions shall be construed to  create a partnership, dealership, reseller, agency, employment or joint  venture relationship. Customer will not have the right to bind or  otherwise obligate Retsel in any manner, nor will customer represent to  anyone that it has the right to do so.

20. Code of Conduct

Customer acknowledges that Retsel’s's Business Conduct Guidelines are available  by logging on to www.retsel.com, clicking on the "Investor Relations"  link at the bottom of the page, and accessing Corporate Governance.  Customer agrees to refrain from taking any action that may cause a  Retsel employee to violate the Business Conduct Guidelines. Customers  should report any alleged violations by calling Retsel Corporation  at 208-254-3737 or e-mailing to service@retsel.com, attention Code Of  Conduct.

21. Sourced Product

Retsel may procure product not available through the Retsel catalog or  available on www.retsel..com for a customer from other sources ("Sourced Product(s)"). Sourced Product is priced according to current market  conditions on a per order basis, and is shipped F.O.B. origin with  freight and handling fee paid by Retsel and charged to customer. Any  charges for Other Freight Services are paid by customer. A returned  goods authorization must be issued by Retsel prior to returning any  Sourced Product. A restocking fee may apply for any returned Sourced  Product. RETSEL’S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS  AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY  PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER'S SOLE  REMEDY.

22. CUSTOM AND SPECIAL ORDER PRODUCTS

Customer may order custom products ("Custom Product(s)") created to customer's  specifications. Retsel is not responsible for verifying or confirming  the accuracy of specifications provided by customer to Retsel for Custom Products. RETSEL'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND  CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY  PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER'S SOLE  REMEDY. All Custom Products are sold on a "FINAL SALE" basis only, and  no cancellations, returns, refunds or credits are allowed. All  International orders are non cancelable and non returnable.

23. CANCELLATION

All product order cancellations must be approved by Retsel, and may be  subject to restocking fees and other charges. All International orders  are non cancelable and non returnable.

24. PRODUCT RETURNS OR REFUNDS

Product returns must be made within thirty (30) days from date of receipt of  merchandise, unless otherwise indicated. Customer should call Retsel at  208-254-3737, or go to www.retsel.com, for instructions. Returned  product must be in original packaging, unused, undamaged, and in salable condition. Proof of purchase is required in all cases. A restocking fee may be charged for any items. No refunds will be issued for any items  purchased during any closeout sales, holiday special sales, or any item  purchased at any discount, unless otherwise posted. All International  orders are non cancelable and non returnable.

25. Materials of Trade

Customer represents that if it is purchasing products as its "materials of  trade," as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the products shall be used in  direct support of its business, such business does not concern  transportation, and such products shall not be resold or transported in a vehicle other than one owned by itself.

26. Force Majeure

Retsel shall not be liable for any delay in, or impairment of, performance  resulting in whole or in part from any force majeure event, including  but not limited to acts of God, labor disruptions, acts of war, acts of  terrorism (whether actual or threatened), governmental decrees or  controls, insurrections, epidemics, quarantines, shortages,  communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, inability to  procure supplies or raw materials, severe weather conditions,  catastrophic events, or any other circumstance or cause beyond the  reasonable control of Retsel in the conduct of its business.

27. Assignment

Customer shall not assign any order, or any interest therein, without the prior  written consent of Retsel. Any actual or attempted assignment without  Retsel's prior written consent shall entitle Retsel to cancel such order upon notice to customer.

28. No Third Party Benefit

The provisions stated herein are for the sole benefit of the parties  hereto, and confer no rights, benefits or claims upon any person or  entity not a party hereto.

29. Waiver, Choice of Law and Venue

The failure of either party to assert a right hereunder or to insist upon  compliance with any term or condition will not constitute a waiver of  that right or excuse any subsequent non-performance of any such term or  condition by the other party. All transactions shall be governed by the  laws of the State of Idaho, excluding its conflict of law rules, and  venue shall either be in the state courts in Bannock County, Idaho or  the federal courts for the State of Idaho.

30. Severability

If any portion of these terms and conditions is found to be invalid or  unenforceable by a court of competent jurisdiction, the invalid or  unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.

31. Modification of Terms

Retsel's acceptance of any order is subject to customer's assent to all of the  terms and conditions set forth herein. Customer's assent to these terms  and conditions shall be presumed from customer's receipt of Retsel’s  acknowledgment, or from customer's acceptance of all or any part of the  products ordered. No additions or modifications of Grainge’s terms and  conditions by customer shall be binding upon Retsel, unless agreed to in writing by an authorized representative of Retsel. If a purchase order  or other correspondence submitted by customer contains terms or  conditions contrary or in addition to the terms and conditions contained herein or in Retsel's acknowledgment, Retsel's fulfillment of any such  purchase order shall not be construed as assent to any of the terms and  conditions proposed by customer, and will not constitute a waiver by  Retsel of any of the terms and conditions contained herein or in  Retsel's acknowledgment.

32. Complete Agreement

The terms and conditions in: (i) Retsel’s forms; (ii) acknowledgments,  (iii) quotations; (iv) invoices; (v) websites; (vi) catalogs; and (vii)  extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and Retsel.

II. Additional Terms and Conditions Related to Export of Retsel Products

IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT  SALES OF RETSEL PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL  TERMS AND CONDITIONS RELATED TO EXPORT OF RETSEL PRODUCTS ("ADDITIONAL  TERMS"). IN THE EVENT OF A CONFLICT BETWEEN RETSEL'S STANDARD TERMS AND  CONDITIONS AND THE ADDITIONAL TERMS, THE ADDITIONAL TERMS SHALL PREVAIL  FOR EXPORT SALES OF RETSEL PRODUCTS.

1. Order Acceptance

Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by Retsel, or any of its U.S. affiliates and  divisions, at a continental U.S. facility or at any of its websites.  Customer further consents that submission of its order shall subject  customer to the jurisdiction of the federal courts of the U.S. and of  the State where acceptance occurred in the U.S.

2. Sales Tax and Duties, Import Fees

Retsel is required to charge federal, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption  certificate. Customer assumes responsibility for, and unconditionally  guarantees payment or reimbursement of, all applicable taxes, fees,  licenses, import duties, and expenses as may be applicable. When placing an order, customer shall indicate which products are tax exempt.

3. Payment and Credit Terms

Payment terms are net forty-five (45) days from the date of shipment. All other payment terms are as set forth in paragraph I.A.4 of the STANDARD TERMS AND CONDITIONS. Customer agrees to inform Retsel immediately if it intends to use any  import or export financing, or has or will be granting a lien or  security interest on its inventory to any third party.

4. Shipping Charges and Freight Policy

Unless otherwise stated, shipping terms are EXW (as defined by International  Chamber of Commerce Terms, 2000), Retsel warehouse. Freight is prepaid  to U.S. airport or port of exit for single shipment orders of U.S.  $3000.00 or more of product (before tax and freight) using routing of  Retsel's choice. Other shipments are freight collect from any  Retsel facility. Customer shall be responsible for obtaining insurance.  At Retsel’s option, this freight policy may be subject to special terms  and conditions for certain export orders. If any item is backordered  that qualifies for freight prepayment, that item will be shipped prepaid as customer's exclusive remedy. Title and risk of loss for products  shall pass when made available to customer on delivery to carrier in the U.S.; provided that if pent has not been made at the time of shipment,  Retsel shall retain title (but not risk of loss) until payment has been  made. If product is damaged in transit, customer's only recourse is to  file a claim with the applicable airline, carrier, vessel and/or  insurance company; provided, however, that if Retsel has not received  payment in full at the time the product is damaged in transit, customer  shall be lia