Terms and Conditions of Sale

Last Revised: January 24, 2017

Welcome to Kent Automotive (a division of Lawson Products, Inc. and hereinafter referred to as "Kent Automotive"). Thank-you for doing business with us. The following Terms and Conditions of Sale apply to all purchases and sales. Your purchase means you have accepted our Terms and Conditions of Sale in effect as of the date of purchase. Please read these Terms and Conditions of Sale carefully. Any other terms and conditions contained in any customer purchase order are not binding unless expressly agreed to by an officer of our company in a separate document. We reserve the right to impose purchase restrictions or limits at any time and to accept or reject any order. Kent Automotive limits the sale of the products offered here to use by businesses and government entities. We do not sell to consumers.

Kent Automotive's Terms of Website Use and Privacy Policy can be found at www.kent-automotive.com and are hereby incorporated by reference.

Our catalog constitutes an original work. The catalog and the selections and arrangements of data therein compiled by Kent Automotive are protected works and compilations under the U.S Copyright Act. All rights in Kent Automotive catalogs are reserved by our company.

PRICING AND OTHER CHARGES

Product Pricing: Prices listed are wholesale and are effective upon publication (or immediately when displayed on our website) and are subject to change without notice. All prices are quoted in U.S. dollars. We reserve the right to pass on any surcharges.

Other Charges: All orders are subject to applicable shipping, freight, taxes and processing charges. Shipping charges for ground service on all stocking orders are determined by using a flat rate table. This simplified table approach gives Kent Automotive the ability to quote freight at the time of the order. Flat table charges are intended to approximate average cost to process and ship a package. In some cases, shipping charges may be less than or greater than Kent Automotive's actual cost to process and ship. There are no additional charges for split shipments on stocking orders. Shipping charges for non-stocking orders and premium shipping services will be subject to additional charges. Carriers may impose surcharges, which vary by carrier and may change at the carrier's discretion. Kent Automotive will pass on surcharges to the customer. Freight rates and surcharges may vary by geographic location. This freight policy may change in the future.

Minimum Order: $50 (U.S. dollars). You may be charged the minimum $50 on any order with a merchandise value of $50 or less.

PAYMENT TERMS

Standard Terms: For open account customers with established credit, standard terms are 1% ten (10) days, net thirty (30) days from date of invoice. If an open account customer fails to make full payment within thirty (30) days from date of invoice, Kent Automotive may defer any further shipments or other orders, or cancel any portion of an unshipped order. Kent Automotive further reserves the right to charge interest on overdue invoices at the rate of 18% per annum (1.5% monthly) or at the highest rate available under applicable law. All payments must be made in U.S. dollars. It is understood and agreed that you will pay, to the extent permitted under law, all reasonable costs and expenses, including attorney's fees, collection agency fees and court costs incurred by us in connection with any collection action for payment of the amounts due herein. Kent Automotive has the right of set-off and deduction for any amounts owed by customer to us.

Authorized Payment Methods: Kent Automotive makes available certain payment methods through which you can provide payment information to us when you pay for your order ("Authorized Payment Methods"). Our Authorized Payment Methods are: providing payment information by telephone, providing payment information through our website checkout page, and providing payment information through a customer initiated electronic fund transfer. Kent Automotive has implemented physical, technological and administrative safeguards to protect the information that you provide using one of these Authorized Payment Methods. If you do not use an Authorized Payment Method, and you submit payment information through some other method (such as via email or fax), then the safeguards provided by our Authorized Payment Method will not protect your payment information, and you provide such information at your own risk. We accept checks, C.O.D. and most major credit cards. We do not accept cash.

Security Interest: Customer hereby grants to Kent Automotive 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 Kent Automotive. Customer agrees to file, or permit Kent Automotive to file, any financing statements or other appropriate documents with governmental authorities to perfect the validity, priority, and enforceability of Kent Automotive' lien or security interest.

DELIVERY: All orders are shipped F.O.B. from Kent Automotive's distribution facility or manufacturer's facility for drop shipments. Title and risk of loss pass to customer on delivery to the common carrier or upon customer pickup. Kent Automotive uses various carriers for different regions. 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, hazardous materials, 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.

WARRANTIES

Limited Warranty: ALL PRODUCTS SOLD ARE WARRANTED BY KENT AUTOMOTIVE TO CUSTOMERS SOLELY FOR USE IN BUSINESS OR GOVERNMENT. KENT AUTOMOTIVE WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM US, UNLESS OTHERWISE STATED. IF A PRODUCT IS ACCEPTED FOR RETURN UNDER THIS ONE YEAR LIMITED WARRANTY POLICY, WE MAY, AT OUR OPTION: (I) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCT. SUCH REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FROM KENT AUTOMOTIVE AND LAWSON PRODUCTS, INC.

WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY: EXCEPT AS SET FORTH HEREIN, KENT AUTOMOTIVE MAKES NO WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED WITH RESPECT TO THE PRODUCTS OR SERVICES PROVIDED BY KENT AUTOMOTIVE. KENT AUTOMOTIVE AND LAWSON PRODUCTS, INC. DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP, QUALITY, DURABILITY, SUITABILITY, OR NON-INFRINGEMENT. KENT AUTOMOTIVE AND LAWSON PRODUCTS, INC. ALSO DISCLAIM LIABILITY FOR PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION OR PRODUCT MODIFICATION. KENT AUTOMOTIVE'S OBLIGATION IS LIMITED ONLY TO REPLACEMENT OF DEFECTIVE PARTS OR, AT OUR SOLE OPTION, TO REFUND THE PURCHASE PRICE OF PRODUCTS OR SERVICES. IN NO EVENT SHALL KENT AUTOMOTIVE OR LAWSON PRODUCTS, INC. BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THE PURCHASE OF PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED OPPORTUNITY OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Kent Automotive is also not responsible for computer, internet or electronic interruptions, strikes, labor slowdowns, war, terrorism, riots, extreme weather conditions, natural disasters or any other forces beyond our reasonable control.

Catalog Errors: Although all information in Kent Automotive catalogs has been carefully checked for accuracy, errors and omissions occasionally occur and therefore are subject to correction. We regret any inconvenience.

RETURN POLICY

If you are not satisfied with a product, please contact us. We will promptly provide an exchange or refund (subject to quality assurance) for products returned (except for custom and hazardous materials) within ninety days of shipment that are in original packaging, in standard package quantity, in resalable condition and with proof of purchase from Kent Automotive. To return merchandise, you must request a Return Merchandise Authorization ("RMA") from our Customer Service Department which is subject to our approval. Some merchandise is excluded from return. Exclusions include, but are not limited to, discontinued items, partial assortments, safety items, first aid items, consumable items, hazardous materials (including but not limited to lithium batteries, and flammable or corrosive substances) and specially ordered or custom made materials. Restocking fees may apply for items returned that are not in the standard package quantity, original packaging or in resalable condition or that have not been assigned a RMA. Customers are required to inspect all hazardous materials deliveries prior to acceptance of delivery. Once hazardous materials or non-hazardous materials that can become hazardous waste (e.g. broken light bulbs, leaking products) are accepted for delivery by you, Kent Automotive is unable to take these items back. Shipping hazardous materials without authorization, using a Kent Automotive prepaid return shipping label, can subject you to civil or even criminal penalties and fines by the appropriate federal agencies including the US Department of Transportation.

ENVIRONMENTAL AND SAFETY

Compliance with Laws: Many states and localities have codes and regulations governing sale, offering for sale, distribution, construction, installation and use of products for certain purposes and/or containing certain regulated substances, which may vary from those in neighboring areas. Kent Automotive relies upon information provided by its manufacturers and suppliers to ensure that the products are compliant with the laws of the jurisdiction into which the product is shipped. The information provided by the manufacturer/supplier as to the ability of the product to be sold or distributed in any particular jurisdiction is believed by Kent Automotive to be accurate, however, Kent Automotive shall not be responsible for how products are used or installed or for the product's conformance to national, regional, state, or local codes or regulations. Customer has the sole responsibility for compliance with all applicable codes, regulations and laws regarding the purchase, use or installation of the products.

The following are examples (but not a complete list) of prohibitions that may apply:

VOC (Volatile Organic Compounds) Limits: Kent Automotive may be prohibited from offering certain products due to restrictions or requirements of various federal, state, local and other authorities having jurisdiction in these matters. VOC restrictions may change without notice. Customers should consult the regulations applicable to these products to ensure compliance. Kent Automotive relies on the manufacturer regarding the VOC content of their products and makes no representation or warranties regarding the information provided by the manufacturer.

California Proposition 65: Some products may contain certain chemicals and, therefore, be subject to warning requirements of California Proposition 65. Proposition 65 requires that packages of products containing certain chemicals identified by the State of California as causing cancer, birth defects or other reproductive harm contain warnings. Kent Automotive relies on the manufacturer regarding the hazardous chemicals in their products and makes no representations or warranties regarding the information provided by the manufacturer.

Mercury Containing Products: Some products may contain mercury and may, therefore, be subject to federal, state, or local regulations regarding their purchase, use, handling and/or disposal. Customers should consult the regulations applicable to their operations regarding these products. Kent Automotive relies on the manufacturer regarding the mercury content of their products and makes no representations or warranties regarding the information provided by the manufacturer.

Lead Containing Products: Some products may contain lead and Kent Automotive may, therefore, be prohibited from offering, stocking or shipping them to/from certain jurisdictions due to applicable restrictions. Customers should consult the regulations applicable to their operations regarding these products. Kent Automotive relies on the manufacturer regarding the lead content of their products and makes no representations or warranties regarding the information provided by the manufacturer.

Material Safety Data Sheet ("MSDS") and Safety Data Sheet ("SDS") : An MSDS/SDS is a document that is required by the Occupational Safety and Health Administration (OSHA) and provides specific Safety, Health and Environmental information about a product deemed to be hazardous (e.g. Hazardous Ingredients, Physical Hazards, Health Hazards, Safe Handling, Control Measures and more.) Manufacturers or importers are required to produce MSDS/SDSs and employers are required to have them available for their staff as per OSHA's Hazard Communication Standard 29 CFR. 1910.1200. Kent Automotive expressly relies on the evaluation of the chemical manufacturer/importer of the products it offers for sale. KENT AUTOMOTIVE MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIBIALITY TO ANY CUSTOMER WITH RESPECT TO THE ACCURANCY OF THE INFORMATION OR THE SUITABILITY OF THE INFORMATION ON ANY MSDS/SDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON SUCH INFORMATION. MSDS/SDSs will be provided via the following means: (i) accessing Kent Automotive's website ( kent-automotive.com), (ii) using Kent Automotive's toll-free number (866.529.7664) to request an MSDS/SDS by mail or facsimile, or (iii) contacting Kent Automotive in writing requesting an MSDS/SDS.

Handling and Disposal: Numerous federal, state, and local codes, regulations and laws may apply to the disposal of products. Customer is solely responsible for proper handling and disposal of purchased items and should review and ensure compliance with all such codes, regulations and laws.

EXPORT CONTROLS

Kent Automotive's products and services are subject to U.S. export control laws, regulations and administrative policies. Customer acknowledges that it is familiar with such laws and regulations and it agrees to abide by them in all respects. Diversion of products and/or services contrary to U.S. law is prohibited. Customer understands that a license, written approval or other authorization may be required from the Bureau of Industry and Security of the U.S. Department of Commerce, the Directorate of Defense Trade Controls of the U.S. Department of State or other U.S. government agency prior to the export or reexport of these items from the United States. Customer further understands that it is unlawful to export, reexport or transfer, or to attempt to export, reexport or transfer these items to individuals or entities on the List of Debarred Parties, Denied Persons List, Specially Designated Nationals List, Entity List, Unverified List or Nonproliferation Sanctions List, as well as sales or transfers to embargoed countries. It is the customer's responsibility to be aware of these lists and embargoes.

MISCELLANEOUS

Independent Contractors: Kent Automotive 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 Kent Automotive in any manner, nor will Customer represent to anyone that it has the right to do so.

Assignment: Customer shall not assign any order, or any interest therein, without the prior written consent of Kent Automotive. Any actual or attempted assignment without our prior written consent shall entitle us to cancel your order upon notice.

Electronic Commerce: If Kent Automotive 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. Kent Automotive 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 Kent Automotive regarding EDI purchases made by Customer shall be deemed to be conclusive.

Intellectual Property

Customer shall have no right to copy or use any of the intellectual property of Kent Automotive or its suppliers without Lawson Product's permission. All materials contained in Kent Automotive Catalogs and Kent Automotive's website are subject to the ownership rights of Kent Automotive and its suppliers.

Performance of Services

In conjunction with Customer's purchase of products, Kent Automotive may perform certain services for Customer off-site or on Customer's premises such as delivering, inventory management, or putting-away product (collectively, the "Services"). Customer will hold harmless and indemnify Kent Automotive, 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, related to 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).

Waiver

Our failure at any time to require performance of any provision of these Terms and Conditions of Sale or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by Kent Automotive of any breach of any provision of these Terms and Conditions of Sale or any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms and Conditions of Sale.

Severability: If any provision of these Terms and Conditions of Sale are held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms and Conditions of Sale will remain in full force and effect.

Governing Law, Jurisdiction and Venue: These Terms and Conditions of Sale will be governed under the laws of the State of Illinois without regard to its conflicts of law provisions. Venue for all actions or proceedings arising out of or relating to these Terms and Conditions of Sale will be exclusively in state or federal court in Illinois. You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes.