Wholesale Only

Grainger sells products for business use to customers with business identification. Identification required from all customers. Possession of, or access to, any Grainger catalog, literature or websites does not constitute the right to purchase from W.W. Grainger, Inc. (Grainger). Grainger reserves the right to correct publishing errors. All references herein to the term “products” shall include services provided by Grainger.

Prices

Prices listed are wholesale, do not include freight, handling fees, or taxes and/or duties, and are subject to correction or change without notice. Market Sensitive Commodity items will be priced according to current market conditions.

Sales Tax

Customers are responsible for all applicable taxes or for providing a valid sales tax exemption certificate.

Payment Terms

Grainger accepts cash, checks, money orders, Visa, MasterCard, and American Express. For customers with established Grainger credit, payment terms are net 30 days from the date of shipment or pick-up. Anticipation and cash discounts are not allowed. Export orders may be subject to special export payment terms and conditions. All payments must be in U.S. dollars. Grainger shall have the right of set-off and deduction for any sums owed. If customer fails to make payment within thirty (30) days, Grainger may defer shipments until such payment is made, or may, at its option, cancel all or any part of unshipped order.

Credit Balance

Customer agrees that any credit balances issued will be applied within one (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND GRAINGER SHALL HAVE NO FURTHER LIABILITY.

Shipping Charges

Products are shipped F.O.B. shipping point with freight costs and handling fees paid by Grainger and charged to the customer. Orders over $1500 (including any backorders) are shipped freight free. C.O.D. shipments are not permitted. Other terms and conditions may apply for freight collect, export orders, hazardous materials, special handling or shipments outside the contiguous United States. Any extra charges incurred for additional services, such as customer's carrier or special handling by the carrier, must be paid by the customer. Title and risk of loss pass to the customer upon tender of shipment to the carrier. If product is damaged in transit, customer must file claim with the carrier.

For information on Export Freight click here.

LIMITED WARRANTY. ALL PRODUCTS SOLD ARE WARRANTED BY GRAINGER ONLY TO CUSTOMERS FOR RESALE, OR FOR USE IN BUSINESS, OR ORIGINAL EQUIPMENT MANUFACTURE, AGAINST DEFECTS IN WORKMANSHIP OR MATERIALS UNDER NORMAL USE FOR ONE YEAR AFTER DATE OF PURCHASE FROM GRAINGER. ANY PRODUCT DETERMINED BY GRAINGER TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP AND RETURNED TO A GRAINGER BRANCH OR AUTHORIZED SERVICE LOCATION, AS GRAINGER DESIGNATES, SHIPPING COSTS PREPAID, WILL BE, AS THE EXCLUSIVE REMEDY, REPAIRED OR REPLACED, OR AT GRAINGER'S OPTION, THE PURCHASE PRICE REFUNDED.

WARRANTY DISCLAIMER. 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 GRAINGER. GRAINGER DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION OR MISAPPLICATION, AND ANY DESCRIPTION DOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.

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

Manufacturers’ Warranty

For information on manufacturers’ warranties, please contact your local branch or contact Customer Care at 1-888-361-8649.

Prompt Disposition

Grainger will make a good faith effort for prompt correction or other adjustment with respect to any product, which proves to be defective within warranty period. Before returning any product, write or call the Grainger branch from which the product was purchased, or contact Customer Care at 1-888-361-8649, giving date and number of original invoice, and describing defect.

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 Grainger 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 national and local codes and regulations, to be sure that the product, installation, and use will comply with them.

No Warranties to Consumers

Grainger makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act.

OSHA Hazardous Substance

Material Safety Data Sheets (MSDS) for OSHA defined hazardous substances are prepared and supplied by manufacturers. The information and recommendations contained on the MSDS are believed by Grainger to be accurate. Grainger, however, makes no warranties with respect to the accuracy of the information or the suitability of the recommendations. Customer is solely responsible for any reliance on or use of any information, and for use or application of any product. Grainger disclaims any and all liability to any user.

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 a list of Proposition 65 products are available at your local Grainger branch, by contacting Grainger, Dept. B2.K05, 100 Grainger Parkway, Lake Forest, IL 60045-5201 U.S.A, or by calling 1-847-535-1313.

Important Notice to Federal Customers Re: Country of Origin

While all products listed on GSA Advantage!® meet the requirements of the Trade Agreements Act, as implemented by FAR Part 25, other products may not meet these requirements. Grainger will advise customers properly identifying themselves as Authorized Schedule Purchasers at the time of purchase whether an item is “TAA-compliant”. Customers seeking to purchase non-TAA items will be given the opportunity to purchase an alternative item, or to purchase the non-TAA item through an “open market” purchase instead of through the schedule. Federal customers are advised the open market purchases are NOT GSA Schedule purchases. By purchasing any item on the open market, customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.

Electronic and Photographic Cleaning Fluids Customers

It is a violation of federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon or aerosol hydrochlorofluorocarbon 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 sale. 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: Federal employer identification number; State sales tax exemption number; Local business license number; Government contract number.

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.

Force Majeure

Grainger 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, shortages, inability to procure product, supplies or raw materials, severe weather conditions, or any other circumstances or cause beyond the control of Grainger in the conduct of its business.

Product Substitution

Products may be substituted and may not always exactly match catalog descriptions and/or images.

Cancellation

Any cancellation must be approved by Grainger, and may be subject to restocking and other charges.

Product Return

Call your local branch for instructions. Proof of purchase is required.

Availability

Certain products may not be available for sale in all areas.

Assignment

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

Electronic Data Interchange

If Grainger and customer have mutually agreed 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. Grainger 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. The business records maintained by Grainger regarding EDI purchases made by customer shall be controlling.

Modification of Terms

Grainger's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth in Grainger's acknowledgment, and customer's assent to these terms and conditions shall be presumed from customer's receipt of Grainger's acknowledgment, or from customer's acceptance of all or any part of the goods or services ordered. No addition or modification of terms and conditions shall be binding upon Grainger unless agreed to by Grainger in writing. If a purchase order or other correspondence contains terms or conditions contrary to the terms and conditions contained in Grainger's acknowledgment, Grainger's acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that constitute a waiver by Grainger of any of the terms and conditions contained in Grainger's acknowledgment.

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.

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 nonperformance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Illinois, excluding conflict of law rules, and venue shall be in Cook County, State of Illinois.

No Third Party Benefit

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

Complete Agreement

The terms and conditions in Grainger's forms, acknowledgments, quotations, invoices, websites, and catalog sales terms and conditions are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and Grainger.

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Order Acceptance

Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by W.W. Grainger, Inc., or any of its United States affiliates and divisions ("Grainger") at a continental United States 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 United States and of the State where acceptance occurred in the United States.

Limited Warranty

Grainger warrants products against defects in materials and workmanship under normal use FOR A PERIOD OF ONE YEAR AFTER THE DATE OF PURCHASE from Grainger, unless otherwise stated. Grainger will use reasonable efforts to repair or replace, at its option, any product that Grainger has determined to be defective in materials or workmanship under normal use within the warranty period; provided, however, that Customer has returned such defective product to the appropriate Grainger branch or authorized service location, as designated by Grainger, shipping costs prepaid. Such repair or replacement, at Grainger's option, or Grainger's refund of amounts paid by Customer for the defective product, shall be Customer's sole and exclusive remedy.

Product Return

Before returning any product Customer believes is defective, Customer shall (i) write or call the Grainger branch from which the product was purchased; or in the case of an Internet order, contact www.grainger.com with the date and number of the original invoice, the stock number, and a description of the defect.

Manufacturers' Warranties

The manufacturer warrants many of the products offered for sale to the final user. The manufacturers make available copies of any applicable warranties. Grainger will furnish such warranties free of charge to Customers upon their request. Please send such requests to: Grainger Technical Support, Dept. B2L41, 100 Grainger Parkway, Lake Forest, IL 60045 U.S.A. All requests must include the Grainger stock number and the manufacturer's model number (if shown) of each product for which a copy of the warranty is requested. Grainger assumes no responsibility for the content of such warranties by performing this service.

Product Substitution

Products may be substituted and may not always exactly match catalog descriptions and/or images.

Product Suitability

Many countries and localities have laws, codes and regulations governing sales, construction, installation, and/or use of products for certain purposes that may vary from those in other areas. While Grainger attempts to assure that products comply with all applicable laws, codes and regulations, Grainger does not guarantee compliance, and is not responsible for how the product is installed or used. Therefore, Customer shall have responsibility for compliance with all applicable laws, codes and regulations, including, without limitation, ANSI, CE, DIN, UL, NEC, FAA, DOT, NOM, IMDG, IATA, and CSA, regarding installation or use of products. Before purchase and use of a product, Customer must review the product application and applicable laws, codes and regulations to assure full compliance with such laws, codes and regulations.

Cross-Reference Information

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.

WARRANTY DISCLAIMER. ALTHOUGH GRAINGER 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 AFFIRMATION OF FACT, OF ANY KIND OR A WARRANTY OR AFFIRMATION OF FACT THAT THE PRODUCTS WILL CONFORM TO THEIR RESPECTIVE ILLUSTRATIONS OR DESCRIPTIONS. GRAINGER EXPRESSLY DISCLAIMS ANY WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE WARRANTY STATEMENT ABOVE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, GRAINGER EXPRESSLY DISCLAIMS ANY LIABILITY RELATED TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, PRODUCT RECOMMENDATION, OR PRODUCT MISAPPLICATION.

LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IS EXPRESSLY DISCLAIMED. GRAINGER'S LIABILITY IN ALL EVENTS SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT SOLD THAT GIVES RISE TO SUCH LIABILITY. GRAINGER'S PAYMENT OF SUCH AMOUNT SHALL BE THE FINAL AND EXCLUSIVE REMEDY IN THE EXHAUSTION OR UNAVAILABILITY OF ANY OTHER REMEDY SPECIFIED HEREIN AND SHALL NOT BE CONSTRUED OR ALLEGED BY CUSTOMER TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Electronic and Photographic Cleaning Fluids Customers

It is a violation of federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon or aerosol hydrochlorofluorocarbon 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 sale. 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: Federal employer identification number; State sales tax exemption number; Local business license number; Government contract number.

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.

Wholesale Only

Grainger sells products to Customers for (i) resale, or (ii) use in business, government or original equipment manufacture. The warranties set forth above apply to the sale of such products. Possession of, or access to, any Grainger catalog, literature or websites does not constitute the right to purchase from Grainger. Grainger reserves the right to correct publishing errors. Identification is required from all Customers. All references herein to the term "products" shall include services provided by Grainger.

Prices and Payment Terms

Prices are net wholesale prices and are subject to change or correction without notice. Pricing for Products destined for delivery outside of the contiguous United States may vary. Market sensitive commodity products are priced according to market conditions. No discounts off of the Grainger catalog "each" price will apply to these Products. Customer should contact its Grainger branch or check online at www.grainger.com for current pricing. For Customers with established credit, payment terms are net forty-five (45) days from date of shipment. At Grainger's option, export orders may be subject to other special terms and conditions, including hazardous materials packaging charges. If credit has not been established, include payment with order or purchase through American Express, MasterCard or Visa. Cash or anticipation discounts are not allowed. All payments must be in U.S. dollars. Grainger shall have the right of set-off and deduction for any sums owed it. If Customer fails to make payment within forty-five (45) days of product shipment, Grainger may defer other shipments until payments are made, or at its option, it may cancel all or any part of an unshipped order.

Sales Tax and Duties, Import Fees

Grainger is required to charge national, state, local tax, applicable duties, and import fees on products for which Customer has not provided valid exemption certification. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and fees and licenses, and expenses as may be applicable. When ordering, Customer shall indicate clearly which products are tax exempt.

Security Interest

On any open account sale, Customer hereby grants to Grainger a priority lien, 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 Grainger. Customer agrees to file or permit Grainger to file any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Grainger's priority lien or security interest. Customer agrees to inform Grainger immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.

Credit Balance

Customer agrees that any credit balance issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any credit balance remaining will be subject to cancellation, and Grainger shall have no further liability.

Shipping Charges and Freight Policy

Unless otherwise varied, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000), Grainger shipping warehouse. Freight is prepaid to U.S. airport or port of exit for single shipment orders of $1,500 or more of merchandise (before tax and freight) using routing of Grainger's choice. Other shipments are freight collect from any Grainger facility. Customer shall be responsible for obtaining insurance. At Grainger'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 Buyer's exclusive remedy. Title and risk of loss for products shall pass when made available to Customer on delivery to carrier in the United States; provided that if payment has not been made at the time of shipment, Grainger shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, Customer must file claim exclusively with airline, carrier, vessel and/or insurance company; provided, however, that if Grainger has not received payment in full at the time the product is damaged in transit, Grainger shall have the right to file claim exclusively with airline, carrier, vessel and/or insurance company.

Cancellation

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

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 U.S. Federal Regulations, the goods shall be used in direct support of its business, such business does not concern transportation, and such goods shall not be resold or transported in a vehicle other than the one owned by itself unless it has been properly packaged, documented and declared to the carrier.

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 Grainger, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of Grainger. Customer agrees that it will not copy the products sold to Customer or their packaging, trade dress, catalogs, or websites.

Quotations

Quotations on large quantities are available upon request. Customer should contact its Grainger branch.

Assignment

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

Export Controls and Related Regulations

Customer represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce's Bureau of Industry and Security's Denied Persons List or Unverified List; or 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 the United States Department of State's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is 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 Grainger'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 Grainger.

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

Grainger 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, shall take no actions, and shall not make, any representations on behalf of, or which are binding upon, Grainger.

Governing Law; Limitations

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, these Terms and Conditions shall be governed by the laws of the State of Illinois, United States, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one year after the cause of action has arisen.

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 unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of Grainger and Customer in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the applicable laws.

Dispute Resolution

Actions by Grainger for nonpayment by Customer of the purchase price of products sold by Grainger, or for redress of other breaches by Customer of these Terms and Conditions, may be brought by Grainger, at its option, before any United States or foreign judicial court of competent jurisdiction. At Grainger's option, disputes between Customer and Grainger, including all claims for non-performance by Grainger, shall be finally settled by arbitration in Chicago, Illinois, United States, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Illinois, United States, and the language of the arbitration shall be English.

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 Grainger'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 Grainger, Customer shall provide documentation satisfactory to Grainger verifying delivery at the designated country. Customer further agrees to inform Grainger at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling, but Grainger 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 Grainger 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.

Important Notice to Federal Customers Re: Country of Origin

While all products listed on GSA Advantage! meet the requirements of the Trade Agreements Act, as implemented by FAR Part 25, other products may not meet these requirements. Grainger will advise customers properly identifying themselves as Authorized Schedule Purchasers at the time of purchase whether an item is “TAA-compliant”. Customers seeking to purchase non-TAA items will be given the opportunity to purchase an alternative item, or to purchase the non-TAA item through an “open market” purchase instead of through the schedule. Federal customers are advised the open market purchases are NOT GSA Schedule purchases. By purchasing any item on the open market, customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.

Electronic Data Interchange

If Grainger and Customer have mutually agreed 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. Grainger and Customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security procedures to protect EDI records from improper access. The business records maintained by Grainger regarding EDI purchases made by Customer shall be controlling.

Modification of Terms

All orders by Customer to purchase Grainger products are subject to acceptance by Grainger. Grainger's acceptance of any order is conditioned upon Customer's assent to all terms and conditions applicable to the transaction. No additions or modifications of terms and conditions by Customer shall be binding upon Grainger unless agreed to by Grainger in writing. If a purchase order or other correspondence contains terms and conditions proposed by the Customer that are contrary to the applicable terms and conditions, Grainger's acceptance of any such order shall not be construed as assent to any of the terms and conditions proposed to the Customer, and will not constitute a waiver by Grainger of any of the terms and conditions pursuant to which this agreement is made.

Force Majeure

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

No Third Party Benefit

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

Waiver

The failure of either Grainger or Customer 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 nonperformance of any such term or condition by the other party.

Complete Agreement

These terms and conditions, together with any other terms and conditions that Grainger publishes or makes available to Customer (i) on an invoice or a packing slip, (ii) at "www.grainger.com," or (iii) in any document including, without limitation, those involving extension of credit by Grainger, or export of products, represent the entire agreement between the parties and shall supersede all written and unwritten statements, agreements, and understandings between Grainger and Customer pertaining to the subject matter of this agreement.

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