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302594 08/31/16
��r C4Hff CITY OF CARMEL, INDIANA VENDOR: 358 10 ONE CIVIC SQUARE H D SUPPLY WATERWORKS LTD CHECK AMOUNT: $*******981.47* a., P 0 x 28330 CHECK NUMBER: 302594 CARMEL, INDIANA 46032 ST L UIS Mo 63146 CHECK DATE: 08/31/16 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUI qBER AMOUNT DESCRIPTION 601 5023990 F938946 501.95 OTHER EXPENSES 601 5023990 F939401 299.52 OTHER EXPENSES 651 5023990 F969444 180.00 OTHER EXPENSES VOUCHER # 166055 WARRANT # ALLOWED 86201 IN SUM OF $ HD SUPPLY WATERWORKS LTD (NAT PO BOX 28330 ST. LOUIS, MO 63146 Carmel Wastewater Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO# INV# ACCT# AMOUNT Audit Trail Code F969444 01-1452-00 180.00 Voucher Total 180.00 Cost distribution ledger classification if claim paid under vehicle highway fund Prescribed by State Board of Accounts City Form No.201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price.per unit, etc. Payee 86201 HD SUPPLY WATERWORKS LTD (NATIONAL\ Purchase Order No. PO BOX 28330 Terms ST. LOUIS, MO 63146 Due Date 8/30/2016 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 8/30/2016 F969444 180.00 hereby certify that the attached invoice(s), or bill(s) is (are) true and orrect and I have audited same in accordance with IC 5-11-10-1.6 Date Officer 'Date O7rde`ted -Date ShiVpped—Customer PO#Job Name °w`Biil of l ading Shipped_V'ia�J ��"tnvoice-#`' 8/11/16 8/12/16 POTHOLES - OUR TRUCK F969444 -. SMITTY, � Quantity .Product Code _ Description Ordered Shipped B/O Price UM Extended Price. 04042729SW10 4X10'D2729 PVC SW SWR PIPE 250 250 .60000 FT 150.00 2704CH 4 PVC SDR35 SWR CAP HUB SW 25 25 1.20000 EA 30.00 SOLVENT WELD(GLUE) Paperless Billing • • • • • HODSUPPLY. -Expedites delivery.IF ®_ -Save trees. I; a Local Knowledge -Go GREEN. Local Experience • • • Local Service,Nationwide'• ,.-.._.---. ,.,.. .e._...,_....�-.-......_.. �.�.._...-. -_....e..,.-.m�__<.e--.-�_...-_.- _.-. ,....--.._�_......--.nom. r...,...-'-.. :.. "�.. 1 Subtotal• ,180.00 Freight Delivery Handling Restock Misc-. Other: 0.00 Terms: NET 30 Ordered By:SMITTY Tax: 0.00 Invoice Total.° $180:00) This transaction is governed by and subject to HD Supply Waterwo ks'standard terms and conditions,which are incorporated by reference and accepted. To review these terms and conditio s,please visit:www.waterworks.hdsupply.com/TandC. 0001:0001 Page 1 of 1 HODSUPPLY ' INDIANAPOLIS W IN _ <. N ! FILLED BY' `%-I' a. a,1 WATERWORKS L Branch - t30 D 1680 Exp© Lc#nC' Local Knowledge CHECKED BY: ` I id i anapo I i s IN 1:621.4 Local Experience ® i Local Service,Nationwide REVIEWED BY: B PHONE '�'• 31.7 271 1463 RECEIVED BY: fr, SIGNATURE _~ PRINT NAME HERE: 08/11/2016 04:15 Pial PASE 1 PICK `t'ICKET ~969 .4 , �" � L� b �JEN' T' ERED BY: LARRY L�I-I I F'.Et`�i-�N — 430081 252 S S SPECIAL INSTRUCTIONS/COMMENTS O CARMEL_ (WATER DISTRIBUTION G H CARIIEL WATER DISTRIBUTION & DELIVER ON F1tiDF1'l 8-121-16. (iAtJ?: L SEWER COLLECTION I WATER DEPT D 3450 W 131ST ST •.. P 3450 !JEST 131ST -CARMEL -TN CARtIEL ILEI T 46074 T 4607-4 ® Gus Ph# 31.7 733 2055 O 3ANCH DATE ORDERED DATE SHIPPED PURCHASE ORDER NO. JOB NAME JOB NUMBER I IVFRY MFTHnn BILL OF LADING NO. SHIPPED VIA SALESW NO.. fOUR CUSTOMER TRUCK PICK UP DIRECT SHIPPED 30 8/11116 5111 TTY POTHOLES '152 BIN • • ••® e. . • . ••e . . . ••. . OUNT 11 ROW 0013 .014.0427,29S!i I0 4;(10' D2729 PVC SW SWR PIPE DG .2i:50 / 250) � ET "REF 25.. WEIGHT. 1 .4000 lb 704CH 4 PVC SDR35 -SWR CAP HUD -S114 - 25 25 — €-'A 01 002 002 2 WEICI9T: .3300 Ih UL (� 0 (ger O-1—NOTICE: THE TERMS AND CONDITIONS ON THE m I REVERSE SIDE OFTH S FORM ARE AGREED TO: 1 . 11 !!i I� .�l� ! l�l ! �� 1 11 W11 N1 i 1 J ` i "1 11 i� ; � 113 ` calx t s n TERMS AND CONDITIONS OF SALE("Terms") 1.All references in this document to"Seller'shall include HD Supply;.Inc. and/or any parent, subsidiary or affiliate of HD Supply, Inc. (including any division of the foregoing)whether or not performing any or all of the scope + hereunder or specifically identified herein.All references to"Buyer"shall include all parent(s),subsidiaries and affiliates of the entity placing the order.Buyer and Seller may be referred'to individually as a"Party"and collectively as "Parties". 2.All sales to Buyer are subject to these Terms,which shall prevail over any inconsistent terms of Buyer's purchase order or other documents.Additional or different terms and conditions in any way altering or modifying these Terms are expressly objected to and shall not be binding upon Seller unless specifically accepted in writing by Sellers authorized representative'.No modification or alteration of these Terms shall result by Seller's shipment of goods or provision of services(such goods and services hereinafter collectively"Goods")following receipt of Buyer's purchase order,or other documents containing additional,conflicting or inconsistent terms.There are no terms,-conditions,. understandings,or agreements other-than those stated herein,and all prior proposals and negotiations are merged herein.These-Terms-are binding on the Parties,their successors,and permitted assigns. 3.Prices on Seller website,catalogs or in Seller quotes are subject to,change without notice,and all such prices expire and become invalid if not accepted within 10 calendar days from the date of issue,unless otherwise noted by Seller in writing.-Price extensions if made are for Buyer's convenience only,and they,-as well as any mathematical,stenographic or clerical errors;are not binding on Seller.Prices shown do not include any sales,excise,or other governmental tax or charge payable by Seller to any federal,state or local authority.Any taxes now or hereafter imposed-upon sales or'shipments will be added to the Purchase price,and Buyer shall reimburse Seller for any such tax or provide Seller with an acceptable tax exemption certificate.All pnces and other terms provided to Buyer shall be kept confidential except to the extent a Party is required by law to disclose the same. 4.Seller shall not be liable for delay or default in delivery resulting from any cause beyond Seller's reasonable control,including,but not limited to,governmental action,strikes or other labor'troubles,fire,damage or destruction of Goods,wars(declared or undeclared),acts of terrorism,manufacturers'shortages,availability or timeliness of transportation,materials,fuels,or supplies,_and acts of God(each a"Force Majeure Event").'Upon the occurrence of a - Force Majeure Event:(a)the time for Seller's performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly'(b)the purchase price shall be adjusted for any increased costs to Seller resulting from such Force Majeure Event;and(c)Buyer shall not be entitled to any other remedy. 5.Seller is a reseller of Goods only,and as such does not provide any warranty for the Goods it supplies hereunder.Notwithstanding this As-Is limitation,Seller shall pass through to Buyer any transferable manufacturer's standard warranties with respect to Goods purchased hereunder.BUYER AND PERSONS CLAIMING THROUGH BUYER SHALL SEEK RECOURSE EXCLUSIVELY FROM MANUFACTURERS IN CONNECTION WITH ANY DEFECTS IN OR FAILURES OF GOODS,AND THIS SHALL BE THE EXCLUSIVE RECOURSE OF BUYER AND PERSONS CLAIMING THROUGH BUYER FOR DEFECTIVE-GOODS,WHETHER THE CLAIM OF BUYER OR THE PERSON CLAIMING THROUGH BUYER SHALL SOUND IN CONTRACT,TORT,STRICT LIABILITY,PURSUANT.TO STATUTE,OR FOR NEGLIGENCE.BUYER SHALL PASS THESE TERMS TO,SUBSEQUENT BUYERS AND USERS - OF GOODS. SELLER'EXCLUDES AND"DISCLAIMS ALL OTHER.,EXPRESS AND IMPLIED WARRANTIES,'INCLUDING, BUT NOT LIMITED TO,ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.SELLER ASSUMES NO RESPONSIBILITY WHATSOEVER FOR SELLER'S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY BUYER,AND BUYER'S ACCEPTANCE AND USE OF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY BUYER OR BY BUYER'S RELIANCE ON ARCHITECTS, ENGINEERS, OR OTHER THIRD.PARTIES RATHER THAN ON SELLER?S INTERPRETATION..TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT,WHETHER IN CONTRACT,WARRANTY,,INDEMNITY,.TORT(INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE),STRICT LIABILITY OR OTHERWISE,ARISING DIRECTLY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF TNESE TERMS,SHALL SELLER BE LIABLE FOR(a)ANY INCIDENTAL,INDIRECT,PUNITIVE,SPECIAL; CONSEQUENT!AL OR SIMILAR DAMAGES SUCH AS LOSS OF USE,LOST PROFITS,ATTORNEYS'FEES OR DELAY DAMAGES,EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY SELLER'S BREACH OF THIS AGREEMENT.(b)ANY CLAIM THAT PROPERLY IS A CLAIM AGAINST THE MANUFACTURER,.OR(c)ANY AMOUNT EXCEEDING THE AMOUNT PAID TO SELLER FOR GOODS FURNISHED TO BUYER WHICH ARE THE SUBJECT QF SUCH CLAIM(S).ALL CLAIMS MUST BE BROUGHT WITHIN ONE YEAR OF ACCRUAL OF A CAUSE OF ACTION. 6. Buyer shall indemnify, defend,and hold Seller its officers,directors,employees and agents harmless from any and all costs(including attorneys'and accountants'fees and.expenses), liabilities and damages resulting from or related to any third party(including Buyer's employees)claim,complaint and/or judgment arising from Buyer's use of any Goods furnished hereunder,as well as-any negligent,intentional,or tortious act or omission of Buyer or any. material breach by Buyer of these Terms. 7.When Goods are delivered to Buyer in Seller's own vehicles,the F.O.B.point shall be Buyers designated delivery site. In all other,cases the F.O.B.point shall be Sellers store or warehouse and,all'.responsibility and costs of shipping and delivery beyond the applicable F.O.B.point shall be borne by Buyer.Title and risk of loss shall pass to Buyer at the applicable-F.O.B.point,which for Goods not delivered in Seller's ownlvehicles shall be when Seller delivers the Goods to the common carrier.All claims for shortage of Goods or for loss or damage to Goods as to which Seller has the risk of loss shall be waived unless Buyer,'within 10 calendar daysafter receipt of the short or damaged shipment,gives Seller written notice fully describing the alleged shortage or damage.Partial shipments are permitted at Seller's discretion. 8.Any change in product spec!ficgfions,quantities,destinations,shipping schedules,or any other aspect of the scope of Goods must be agreed to in writing by Seller,and may result in a price and delivery adjustment by Seller.No . credit for Goods-returned by Buyer shall be given without Seller's written authorization.All returns are subject to a restocking charge. - 9.Unless otherwise agreed in writing,payment terms are net 30 days from delivery,payable in United States of America("U.S.")dollars.Notwithstanding the foregoing,all orders are subject to Seller's continuing approval of Buyers credit.If Buyers credit is not approved or becomes unsatisfactory to Seller then Seller;in its sole discretion,may suspend or cancel performance,or require different payment terms,including but not limited to cash on delivery or in advance of shipment.In addition,Seller may in its discretion require an advance deposit of up to 100%of Seller's selling.price for any specially manufactured Goods ordered by Buyer hereunder.Payments due hereunder shall be made in the fgrm of cash,check,or money order,or other tender approved in writing by Seller.Seller may,in,its sole discretion,apply-Buyer's payment against,any open charges.Past due accounts bear interest at the lesser of 1.5% per month or the maximum ratepermittedby applicable law,continuing after Seller obtains judgment against Buyer..- Seller-may exercise setoff or recoupment to apply to or satisfy Buyer's outstanding debt.Buyer shall have no right of setoff hereunder,the same being expressly waived hereby. Seller expressly reserves its right to file liens if payment is,not received for its materials and expressly disclaims any waiver of lien rights language which may be contained in any future agreements between the Parties hereto. Seller reserves all rights to invoice and be paid for materials provided to Buyer and any terms contained in any of Buyer's purchase orders or other documents that purport to limit in any way the time or manner within which Seller may invoice are hereby waived by Buyer. 10. Buyer shall"-not export or re-export,directly or indirectly,all or any part of the Goods or related technology obtained from Seller under these Terms except in accordance with applicable export Iav:s and regulations of the U.S. Further,a Buyer that is a non-U.S.company cr citizen shall similarly limit any export or re-exportactivity to that which would be deemed compliant with U.S.export laws and regulations if performed by a U.S.company or citizen. 11.Buyer shall pay'Seiler,all costs and expenses of collection,suit,or other legal,action brought as a,result of the commercial relationship between them,including,but not limited to,all actual attorneys'and paralegals'fees,and collection costs,incurred pre-'suit,through trial,on appeal,'and in any administrative or bankruptcy proceedings. Any cause of action that Seller has against Buyer may be assigned without Buyers consent to HD Supply,Inc.or to any affiliate,parent or subsidiary of HD Supply,Inc. 12.This Agreement,Buyer's account, and the business relationship between Buyer and Seller shall be governed by and cbnsyveci,in accordance with the laws of Georgia without regard to conflicts of laws rules,and specifically excluding the UN Convention on Contracts for the International Sale of Goods.The Parties agree that any,legal action arising under cr alated,t�this Agreement shall be brought in Cobb County,Georgia,and any right to object to such venue or to assert the inconvenience,of such forum is hereby waived. 13.If Buyer fails to comply with these Terms,Seller may terminate or restrict any order immediately upon notice to Buyer.Buyer certifies that it is solvent and that it will advise Seller immediately if it becomes insolvent.Buyer agrees to send Seller written notice of any changes in the form of ownership of Buyer's business within-5 days of such changes.Buyer and Seller are the only intended beneficiaries of this document,and there are no third party beneficiaries. 14.-The invalidity or,unenforceatility of alLor part of these Terms will not,affect the validify or enforceability of'the other term_ s.The parties agree to replace any boidor,unenforceable term with a new,term that achieves substantially the same practical and economic effect and is valid and enforceable. ` 15.The following provisions shall survive termination,cancellation and completed performance of this Agreement as long.as necessary to allow the aggrieved party to fully enforce such clauses:5,6,9,10,11 and 12.. HD Supply Terms and Conditions of Sale-Rev.A0115 Invoice# F969444 MOSuppLY InvoiceDa4e 8!15!16' WATERWORKS IN IOICE Account# 0-81252 Sales Rep LARRY SHIREMAN Phone# 317-271-1463 1830 Craig Park Court Branch# 430 Indianapolis;IN St Louis MO 63146 x Total Amount Due $180 00 HD SUPPLY WATERWORKS,LTD. PO BOX 28330 ST LOUIS,MO-63146 341 1 MB 0.419 E0326X 10485 D1839568799 S2 P3432933 0001:0001 ' Illrl�lrl�lllrlrl�iillllll�illllllr��l�ll�'�II�����IIIIIII����1�1 Shipped to: CARMEL WATER DISTRIBUTION& WATER DEPT SEWER COLLECTION 3450 WEST 131ST 3450 W 131ST ST CARMEL,IN CARMEL IN 46074-8267 •---------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------- Thank you for the opportunity to serve you!We appreciate your prompt payment. Date Ordered Date Shipped 13,44omer PO`#'Job Name Job}# Bill of Lading "Shipped Via Invoice# 8/11/16 8/12/16 SMITTY POTHOLES OUR TRUCK F969444 Quantity Product Code-. Description Ordered Shipped B!O Puce UM Extended Price 04042729SW10 4X10'D2729 PVC SW SWR PIPE 250 250 .60000 FT 150.00 2704CH 4 PVC SDR35 SWR CAP HUB SW 25 25 1.20000 EA 30.00 SOLVENT WELD(GLUE) Paperless Billing -• • e •• HOSUPPLY. - Expedites delivery. WATERWORKS ®- -Save trees. a ` Local Knowledge -Go GREEN, Local Experience • • • Local Service,NatiomvidO Freight Delivery Handling Restock Misc. Subtotal. 180.00 Other: 0.00 Tax: 0.00 Terms: NET 30 Ordered By:SMITTY Invoice Total: . $180.00,_.. This transaction is governed by and subject to HD Supply Waterwgrks'standard terms and conditions,which are incorporated by reference and accepted. To review these terms and conditions,please visit:www.waterworks.hdsupply.com/TandC. 0001:0001 Page 1 of 1 VOUCHER# 162436 WARRANT# ALLOWED 350591 IN SUM OF $ HD SUPPLY WATERWORKS PO BOX 28330 St LOUIS, MO 63146 Carmel Water Utility ON ACCOUNT OF APPROPRIATION FOR Board members PO# INV# ACCT# AMOUNT Audit Trail Code F939401 01-6200-06 299.52 43 8-N 5 . Voucher Total 801 L4-7 ? � Cost distribution ledger classification if claim paid under vehicle highway fund Prescribed by State Board of Accounts City Form No.201 (Rev 1995) ACCOUNTS PAYABLE VOUCHER CITY OF CARMEL An invoice or bill to be properly itemized must show, kind of service, where performed, dates of service rendered, by whom, rates per day, number of units, price per unit, etc. Payee 350591 HD SUPPLY WATERWORKS Purchase Order No. PO BOX 28330 Terms St LOUIS, MO 63146 Due Date 8/18/2016 Invoice Invoice Description Date Number (or note attached invoice(s) or bill(s)) Amount 8/18/2016 F939401 299.52 I hereby certify that the attached invoice(s), or bill(s) is(are)true and correct and 1 have audited same in accordance with IC 5-11-10-1.6 Date Officer Date Ord red Date Shipped Custorner PO# Job Name Job# _ Bill of Lalling-"Shipped Via invoice#� 8/05/16 8/10/16 JACK MARKING PAINT OUR TRUCK, F939401 Quantity _ Product Code Description Ordered Shipped B/O Price UM Extended Price_ 96PAINT17B 17 OZ BLUE MARKING PAINT 96 96 3.12000 EA 299.52 1241 MUST BE KRYLON BRAND Paperless Billing • ' HDSUPPLY -Expedites delivery. WATERWORKS -Save trees. " a Local Knowledge -Go GREEN. Local Experience • • • Local Service,Nationwide• Freight Delivery Handling Restock �Misc. . Subtotal. 299.52 Other: 0.00 Tax: 0.00 Terms: NET 30 Ordered By:JACK - - Invoice-Total _ $299.52 This transaction is governed by and subject to HD Supply Waterwo ks'standard terms and conditions,which are incorporated by reference and accepted. To review these terms and conditio s,please visit:www.waterworks.hdsupply.com/TandC. 0001:0001 Page 1 of 1 -------------------- Thank you for the opportunity to serve you! We appreciate your prompt payment Date Ordered Date Ship777 ped Customer°Pb #``Job' Name Job #+ Bi'11' &f-Lading Shipped`va Invoice#' 8/05/16 8/09/16 JACK MARKING F AGS UPS F938946 7. _ € Product Code Description Ordered Shipped B/O Price UM Extended Price HD SUPPLY WATERWORKS PO#-7733 71 /80014549648 4X5 BLACKBURN BLUE MARKING 4000 4000 .12000 EA 480.00 FLAGS WITH SCREENING #4471 D 18" WIRE STEM DESCR: PR LG 18 W COLOR: BL/W SCREEN#: 4471 4 F,re'ight Delivery Handling Res tock `Mist'' Sulitatal e' 4.80..;00 Other: 2i.95 $21.95 Tax: .00 Terms NET 30 F � $ Ordered Hyp STACK Invoace Total 501 95, This transaction is governed by and subject to HD Supply Waterwork standard terms and conditions, which are incorporated by reference and acceptec To review these terms and condi ions, please visit: www.waterworks.hdsupply.com/TandC. nnnnn D�rtc. � PACKING SLIP CUSTOMER NO: 0010792 SHIP TO: Page: 1 HD SUPPLY WATERWORKS LTD CARMEL WATER DIST ATTN ACCOUNTS PAYABLE 3450 WEST 131ST ST PO BOX 28446 ATTN JACK SPEARS SAINT LOUIS, MO 63146 METER DEPT CARMEL, IN 46074 SHIP VIA: CUSTOMER PO# DATE RECD ORDER NUMBER .UPS COLLECT GRND 7733871 8/8/2016 0499647-P iUANTITY ITEM NUMBER DESCRIPTION SCREEN# COLOR 4,000 P458W PR LG 18 W 4471 BL/W ***PRODUCT CODE 80014549648 *** ***4 BOXES/92#/UPS COLLECT ACCT#447733 *** ��l . ` � otz� s INDIraaAPcl �W �I�� HODSVPPLYFILLEDB� 3 Branch' 430 WATERWORKS - L 1680 'Expo Lane Local Knowledge CHECKED G Indianapolis IN 4(x214 Local Experience Local Service,Nationwide® REVIEWED BY: B PHONE ;; 317 271 146:; RECEIVED BY: Y SIGNATURE PRINT NAME HERE: 08/05/2016 04;19 PM PAGE 1 PICK TICKET. F939401 LARRY SH I REh1AN - 430 08 1252 - ENTERED BY: S S SPECIAL INSTRUCTIONS/COMMENTS 0 CARMEL. WATER DISTRIBUTION & H CARMEL WATER .D I STR I BUT I OIN & L SEWER COLLECTION I ATT: JACK .SPEARS. D 3410 W 131ST ST P '0450 WEST 13137 CARMEL IN CARMEL IN T 46074 T, 46074 O Cus PhO ?1.7 733 -2855 O <-� RANCH DATE ORDERED DATE SHIPPED PURCHASE ORDER NO. JOB NAME JOB NUMBER nF=i 1VFRY MF=THnn BILL OF LADING NO. SHIPPED VIA SALESM/ NO. OUR CUSTOMER DIRECT SHIPPED c TRUCK PICK UP 30 8 05:/ibl;.`� �� � JACK MARKING PAINT X �` \ 152 lk BIN LOCATION PRODUCT CODE DESCRIPTION BACK ORDEREDI UNIT PRICE PER AMOUNT 26 '003 001 96PAINT179 17 OZ BLUE r1ARKTNu PAINT 96 ' ` 96 EA WEIGHT: 1 .0625 lb TOTAL'' WE,.GHT e 102 ,00, END OF ORDER AMOUNTMERCHANDISE SUBTOTAL TAX �AX MISCELLANEOUS NOTICE: THE TERMS AND CONDITIONS ON THE REVERSE SIDE OF THIS FORM ARE AGREED TO: � l�l1i � �� I � II �� � ��1 � ��! I� � l l 1�� 11 ���� COPYB TERMS AND CONDITIONS OF SALE("Terms") 1.All references in this document to"Seller"shall include HD-Supply, Inc. and/or any parent, subsidiary or affiliate of HD Supply, Inc: (including any division of the foregoing)whether or not performing any or all of the'scope hereunder or specifically identified herein.All references to"Buyer",shall include all parent(s),subsidiaries and affiliates of the entity placing the order.Buyer and Seller may be referred to individually as a"Party"and collectively as "Parties 2.All sales to Buyer are subject to these Terms,which shall prevail over,any inconsistent terms of Buyer's purchase order or other documents.Additional or different terms and conditions in any way altering'or modifying these Terms .are expressly objected to and shall not be binding upon Seller unless'specifically accepted in writing by Seller's authorized representative. No modification or alteration of these Terms shall result by Seller's shipment of goods or provision of services(such goods and services hereinafter collectively"Goods")following receipt of Buyer's purchase order,or other documents containing additional,conflicting or inconsistent terms.There are no terms,conditions, understandings,or agreements other than those stated herein,,and all prior proposals and negotiations are-merged herein.These Terms are binding-on the Parties,their successors,and permitted assigns. 3.Prices on Seller website,catalogs or in Seller quotes are subject to change without notice,and all such prices expire and become invalid if not accepted within 10 calendar days from the date of issue,unless otherwise noted by Seiler in writing.Price extensions if made are for Buyer's convenience only,and they,as well as any mathematical,stenographic or clerical errors,are not binding on Seiler.Prices shown do not include any sales,excise,or other governmental tax or charge payable by Seller-to any federal,state or local authority.Any taxes now or hereafter imposed upon sales or shipments will be added to the purchase price,and Buyer shall reimburse Seller for any such tax or provide Seller with an acceptable tax exemption certificate.All prices and other terms provided to Buyer shall be kept confidential except to the extent a Party is required by law to disclose the same. 4.Seller shall not be liable for delay or default in delivery resulting from any cause beyond Seller's reasonable control,including,but not limited to,governmental action,strikes or other labor troubles,fire,damage or destruction of Goods,wars(declared or undeclared),acts of terrorism,manufacturers'•shortages,availability or timeliness of transportation,materials,fuels,or supplies,and acts of God(each a"Force Majeure Event").'Upon the occurrence of a Force Majeure Event:(a)the time for Seller's performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly;(b)the purchase price shall be adjusted for any increased costs to Seller resulting from such Force Majeure Event;and(c)Buyer shall not be entitled to any other remedy. 5.Seller is a reseller of Goods only,and as such does not provide any warranty for the Goods it supplies hereunder. Notwithstanding this As-Is limitation,Seller shall pass through to Buyer any transferable manufacturer's standard warranties with respect to Goods purchased hereunder.BUYER AND PERSONS CLAIMING THROUGH BUYER SHALL SEEK RECOURSE EXCLUSIVELY FROM MANUFACTURERS IN CONNECTION WITH ANY DEFECTS IN OR FAILURES OF GOODS,AND THIS SHALL BE THE'EXCLUSIVE RECOURSE OF'BUYER AND PERSONS CLAIMING THROUGH BUYER FOR DEFECTIVE GOODS;WHETHER THE CLAIM OF BUYER OR THE PERSON CLAIMING THROUGH BUYER-SHALL SOUND IN CONTRACT;TORT,STRICT LIABILITY,PURSUANT,TO STATUTE,OR FOR NEGLIGENCE.BUYER SHALL PASS THESE TERMS TO SUBSEQUENT.BUYERS AND USERS OF GOODS. SELLER EXCLUDES ANb'DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND R FITNESS FOR PARTICULAR PURPOSE.SELLER ASSUMES NO RESPONSIBILITY WHATSOEVER FOR-SELLER'S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY BUYER,AND BUYER'S ACCEPTANCE AND USE OF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY BUYER OR BY BUYER'S RELIANCE ON ARCHITECTS,'ENGINEERS, OR OTHER THIRD PARTIES RATHER THAN ON SELLER'S INTERPRETATION.TO THE EXTENT NOT PROHIBITED BY.APPLICABLE LAW, IN NO EVENT,WHETHER IN CONTRACT,WARRANTY, INDEMNITY,TORT(INCLUDING, BUT NOT.LIMITED TO, NEGLIGENCE),STRICT LIABILITY OR OTHERWISE,ARISING DIRECTLY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THESE TERMS,SHALL'SELLER BE LIABLE FOR(a)ANY,INCIDENTAL, INDIRECT,PUNITIVE,SPECIAL; CONSEQUENTIAL OR SIMILAR DAMAGES SUCH AS LOSS OF USE,LOST PROFITS,ATTORNEYS'FEES OR DELAY DAMAGES,EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY SELLER'S BREACH OF THIS AGREEMENT,(b)ANY CLAIM THAT PROPERLY IS A CLAIM AGAINST THE MANUFACTURER,OR(c)ANY AMOUNT EXCEEDING THE AMOUNT PAID TO SELLER FOR GOODS FURNISHED TO BUYER WHICH ARE THE SUBJECT OF SUCH CLAIM(S).ALL CLAIMS MUST BE BROUGHT WITHIN ONE YEAR OF ACCRUAL OF A CAUSE OF ACTION. 6. Buyer shall indemnify,defend,and hold Seller its officers,directors, employees and agents harmless from any and all costs(including attorneys'and accountants'fees and expenses), liabilities and damages resulting from or related to any third party(including Buyer's employees)claim,complaint and/or judgment arising from Buyer's use of any Goods furnished hereunder,as well as any negligent,intentional,or tortiou§.act or-omission of Buyer or any material breach by Buyer of these Terms., 7.When Goods are delivered to Buyer in Seller's own vehicles,the F.O.B. point shall be Buyer's designated delivery site. In all other cases the F.O.B.point shall be Sellers store or warehouse and all responsibility and costs of shipping and delivery beyond the applicable F.O.B.point shall be borne by Buyer.Title and risk of loss shall pass to Buyer at the applicable F.O.B.point,which for-Goods not delivered in Seller's own vehicles shall be when Seller delivers the Goods to the common carrier.All claims for shortage of Goods or for loss or damage to Goods as to which Seller has the risk of loss shall be waived unless Buyer;within 10 calendar days after receipt of the short or damaged shipment,gives Seller written notice fully describing the alleged shortage or damage.Partial shipments are permitted at Seller's discretion. 't` 8.Any change in product specifications,quantities,destinations,shipping schedules,or any other aspect of the scope of Goods must be agreed to in writing by Setter,and may result in a price and delivery adjustment by Seller.No 1.credit for Goods returned by Buyer shall be given without Seller's written authorization.All returns are subject to a restocking charge. ' i 9.Unless otherwise agreed in writing,payment terms are net 30 days from delivery,payable in United States of America("U.S.")dollars.Notwithstanding the foregoing,all orders are subject to Seller's continuing approval of Buyer's credit. If Buyer's credit is not approved or becomes unsatisfactory to Seller then Seller,in its sole discretion,may suspend or cancel performance,or require different payment terms,including but not limited to cash on delivery or in advance of shipment.In addition,Seller may in its discretion require an advance deposit of up to 100%of Seller's selling price for any specially manufactured Goods ordered by Buyer hereunder.Payments due hereunder shall be made in the form of cash,check,or money order,or other tender approved in writing by Seller.Seller may,in its sole discretion,apply Buyer's payment against any open charges.Past due accounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law,continuing after Seller obtains judgment against Buyer.Seller may exercise setoff or recoupment to apply to or satisfy Buyer's outstanding debt.Buyer shall have no right of setoff hereunder,the same being expressly waived hereby. Seller expressly reserves its right to file liens if payment is not received for its materials and expressly disclaims any waiver of lien rights language which may,be contained in any future agreements between the Parties hereto. Seller reserves all rights to invoice and be'paid for materials provided to Buyer and any terms contained in any of Buyer's purchase orders or other documents that purport to limit in any way the time or manner within which Seller may'invoice are hereby waived by Buyer. 10. Buyer shall not export or,re-export,directly or indirectly,all or any part of the Goods or related technology obtained from Seller under these Terms except in accordance with applicable export laws and regulations of the U.S. Further,a Buyer that is a non-U.S.company or citizen shall similarly limit any export or re-export activity to that which would be deemed compliant with U.S.export laws and regulations if performed by a U.S.company or'citizen. 11.Buyer shall pay Seller all costs and expenses of collection,suit,or other legal action brought as a'result of the commercial relationship between them,including,but not limited to,all actual attorneys'and paralegals'fees,and collection costs,incurred pre-suit,through trial,on appeal,and in any administrative or bankruptcy proceedings. Any cause of action that Seller has against Buyer may be assigned without Buyer's consent to HD Supply,Inc.or to any affiliate,parent or subsidiary of HD Supply,Inc. „ 12.This Agreement,Buyer's'account, and the business relationship between Buyer and Seller shall be governed by and construed in accordance with the laws of Georgia without regard to conflicts of laws rules,and specifically excluding the UN Convention on Contracts for the International Sale of Goods.The Parties agree that any legal action arising under or related to this Agreement shall be brought in Cobb County,Georgia,and any right to object to such venue or to assert the inconvenience of such forum is hereby waived. 13.If Buyer fails to comply with these Terms,Seller may terminate or restrict any order,immediately upon notice to Buyer.Buyer certifies that it is solvent and that it will advise Seller immediately if it becomes insolvent.Buyer agrees to send Seller written notice of any changes in the form of ownership of Buyer's business within 5 days of such changes.Buyer and Seller are the only intended beneficiaries of this,document,and there are no third party beneficiaries. 14.The invalidity or unenforceability of:.alkar part of these Terms-will not affect the'validity or enforceability,of the other terms,The parties acgree,to replace any'void or unenforceable term with a hew.term that achieves substantially the same practical and economic effect and is valid and enforceable: - - - - 15.The following provisions.shall survive termination,cancellation and completed performance of this.Agreement as long as necessary to allow the aggrieved party to fully enforce such clauses:.5,6,9,10,.11 and 12. HD,Supply Terms and+Conditions of Sale 7 Rev,A0115