Terms of Sale

1. Exclusive Terms.
This Agreement shall constitute the complete Agreement between buyer (identified on the face hereof and herein called "Buyer") and Häfele Canada Inc. (herein called "seller") and shall supersede all prior oral and written statements of any kind whatsoever made by the parties and their representatives. All terms and conditions heretofore or hereafter contained in Buyer's purchase orders or elsewhere which are different from, in addition to, in conflict with or vary the terms hereof and are hereby objected to and shall not be binding on Seller, unless expressly agreed to in writing signed at Seller's home office in Burlington, Ontario, by a duly authorized officer of Seller in a document making specific reference to this Agreement and specifically stating that it "amends" this Agreement.

2. Acceptance.
Buyer's order shall not constitute contracts of sale unless accepted in writing by an authorized agent of Seller at its home office in Burlington, Ontario. Seller's acceptance of any order is expressly conditioned upon buyer's assent to the terms and conditions of sale set forth herein, Unless Buyer shall notify Seller in writing to the contrary as soon as practicable after receipt of Seller's acceptance of Buyer's order, acceptance of such terms and conditions of sale shall be indicated in the absence of such notification, the sale and shipment by Seller of the goods covered hereby shall be conclusively deemed to be subject to such terms and conditions of sale and Buyer shall be deemed to be subject to such terms and conditions of sale and Buyer shall be deemed to have assented thereto. In the event the terms of Buyer's purchase order require or provide for Seller to commence performance in any way prior to receipt by Buyer of Seller's written acknowledgment, Buyer's consent to, and acceptance of, such terms and conditions of sale shall be deemed to have occurred on the date performance so commences.

3. Prices.
The prices and specifications set forth on the face of this Agreement are subject to change without notice, unless otherwise expressly indicated thereon. Buyer agrees to pay for all samples priced in excess of $5 on the date of shipment.

4. Taxes.
Any applicable federal, state, local or other government tax or charge on the sale or shipment of the goods covered by this Agreement shall be added to the price and paid by Buyer. Buyer agrees to hold Seller harmless from all such taxes, including interest and penalties thereon, and any costs and expenses in connection therewith.

5. Shipment, Freight and Delivery.
Except as otherwise provided, all prices are F.O.B. Seller's warehouse. Burlington, Ontario.

6. Terms.
Except as otherwise provided, net thirty (30) days from date of Seller's invoice. In the case of *orders for items referred to in Seller's catalogue, cancellations of such orders are subject to a service charge to cover the costs of initial processing or production of the order. Orders for items which are not referred to in the Seller's catalogue are not subject to cancellation. For invoice amounts less than $100, a service charge of $10 is imposed. Statements are issued monthly and a late payment charge of three-quarters of one percent (0.75%) per month (but not in excess of the legal maximum) may be added to all past due balances. Buyer is responsible for reasonable attorney's fees, costs and expenses incurred in connection with the collection of past due balances. Buyer shall have no right of set-off.

7. Financial Responsibility
Shipments and deliveries hereunder shall at all times be subject to approval of Seller's Credit Department and Seller at any time may require payment in advance or satisfactory security or guarantee that invoices will be promptly paid when due. Until credit approval has been obtained, orders will be shipped only on the basis of payment in advance. To expedite credit approval, three credit references should be submitted with the initial credit order. If Buyer fails to comply with any terms of payment of this or any other contract with Seller, seller, in addition to its rights and remedies but not in limitation thereof, reserves the right to withhold further deliveries or terminate this or any other contract with Buyer, and or any unpaid amount thereupon shall become immediately due and payable.

8. Buyer's Agreement to Defend.
If any goods (i) sold or supplied to Buyer by Seller are not maintained and operated in accordance with recommended procedures, or (ii) sold or supplied to Buyer by Seller are to meet Buyer's specifications, requirements or instructions. Buyer agrees to defend, protect and save Seller harmless against all suits at a law or in equity and from all costs or suit, legal fees and expenses, damages, claims, and demands arising out of or awarded in connection with such sale or supplying.

9. Notice of Accident or Malfunction.
Buyer shall notify Seller promptly and in any event within thirty (30) days of any accident or malfunction involving goods manufactured or sold by Seller which results in personal injury or damage to property and shall cooperate fully with Seller in investigating and determining the cause of such accident or malfunction. In the event that Buyer fails to give such notice to Seller and to so cooperate, Buyer agrees to protect, defend, and save Seller harmless as provided in paragraph 8.

10. Warranty and Limitation of Remedies.
Except as otherwise provided, the Seller warrants, for a period of one (1) year from date of shipment, that the goods supplied by it to Buyer have been made of good materials and workmanship and conform to the catalogue description or other specifications. Seller further warrants for said period that the goods supplied by it are fit for the ordinary purpose or purposes indicated in the catalogue or other specifications (for which such goods are normally used) when properly installed and used. The foregoing warranties are exclusive, and in lieu of all other warranties, express or implied (whether written or oral), including but not limited to, any implied warranty of merchantability or fitness for any particular purpose. In case of (a) materials not manufactured by Seller the use of which is suggested by Seller's General Recommendations, application or installation procedures, or otherwise, (b) goods sold by Seller to Buyer for other than resale; and (c) all display items sold by Seller to Buyer. Seller makes no warranty, expressed or implied (whether written or oral), with respect to such materials, goods or items, including but not limited to, any implied warranty of merchantability or fitness for any particular purpose. Seller will, at its sole option, credit, repair, or replace any warranted goods supplied to Buyer or by it, which are defective in workmanship or material if seller actually receives notice from Buyer of the alleged defect within one (1) year from date of shipment. Any claims for shortage must be made within ten (10) days of receipt of shipment. Any claim not made within said periods shall conclusively be deemed waived by Buyer. The Seller's responsibility hereunder shall be conditioned upon examination of the goods by Seller, and if requested by Seller return of the goods to Seller at its direction and expense, goods are not to be returned to seller and will not be accepted without its written consent. Returns of goods other than defective goods will be subject to a handling charge equal to twenty percent (20%) of the price of such goods. Claims with respect to goods damaged during shipment shall be made with the carriers and shall not be returned to Seller who is not responsible for such damaged goods. Seller shall not be liable for any labor or other expenses incurred by Buyer in the removal, repair, or replacement of the goods or any component part claimed to be defective nor shall Seller be liable for any expenses incurred by the Buyer in order to remedy any defect in its goods. Seller shall not be liable for any consequential, special or contingent damages or expenses, arising directly or indirectly from any defect in the goods specified herein, from the use thereof, or from the Buyer's inability to make use thereof. The discharge or Seller's warranty obligation here under shall constitute fulfillment of all liabilities of Seller to Buyer, whether based on contract, negligence, or otherwise with respect to the goods sold or provided hereunder. The remedies set forth herein shall be the exclusive remedies available to the buyer and in lieu of all other remedies, and the liability of Seller, whether in contract, in tort, under any warranty or otherwise, shall not exceed the price of the goods sold, supplied, or furnished by Seller hereunder on which liability is based. Seller neither assumes or authorizes any representative or other person to assume, for it any obligation or liability other than is expressly set forth herein. Any suit or action arising out of or relating to this Agreement or the breach thereof, must be commenced within one (1) year after the cause of action has accrued. The foregoing shall not limit the time within which any suit or action must be brought to collect an amount agreed to be paid by Buyer or to enforce a judgment or to collect any amount awarded thereunder. The sole purpose of the stipulated exclusive remedy shall be to provide Buyer with a credit or replacement for, or the repair of, defective parts in the manner provided herein. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Seller is willing to credit Buyer's account, or repair or replace the defective part(s) in the manner prescribed herein.

11. Defaults or Delays.
Seller shall not be liable for any default or delay in the production or delivery of all or any goods resulting either directly or indirectly from (a) accidents to, or breakdowns or mechanical failure of, Seller's plant machinery or equipment, strikes or other labor troubles, labor shortages; fire; flood; wars; acts of the public enemy; acts of God; delays of supplies; delays in transportation or lack of transportation facilities; embargoes, shortages of, or reductions in, energy sources; priorities, allocations, limitations, restrictions, or other acts required or requested by Federal, state or local governments, or any subdivision, bureau of agency thereof; or (b) any cause beyond the control of Seller. In no event shall Seller be liable for any consequential, special or contingent damages arising out of Seller's default or delay in filling this order.

12. Governing Law.
This order is executed by both Buyer and Seller with reference to the laws of the Province of Ontario and the rights of all parties and the construction and effect of every provision hereof shall be subject to and construed according to the laws of the Province of Ontario.

13. Binding Effect.
The provisions of this order shall bind and insure to the benefits of Seller and Buyer and their respective successors and assigns. However, neither this Agreement nor any part thereof or right thereunder may be assigned by Buyer without the prior written consent of Seller.

14. Consent to Jurisdiction.
Buyer hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement may be brought in the courts of the Province of Ontario. The Buyer hereby irrevocably accepts and submits to the jurisdiction of the courts of the Province of Ontario in any such action or proceeding and acknowledges the competence of such court and irrevocably agrees to be bound by a final judgment to any such court.

15. Headings.
The Headings in this Agreement shall not affect the interpretation of this Agreement.

16. Waiver.
No supplement, modification or waiver of this Agreement shall be binding upon Seller unless in writing and executed by Sellers.


* ALL MERCHANDISE DELIVERED REMAINS THE PROPERTY OF HAFELE CANADA INC. UNTIL PAID IN FULL