T E R M S    O F    S A L E

TERMS OF SALE GOODS SOLD BY NIBCO INC. ("NIBCO") VIA NIBCOpartner.COM ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS SET FORTH IN BUYER'S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON NIBCO. BUYER'S ACCEPTANCE OF SHIPMENT AND/OR PAYMENT FOR THE GOODS CONSTITUTES ACCEPTANCE OF NIBCO'S TERMS OF SALE. 1.  Prices. Prices in effect at the time of order shall govern, unless otherwise stated. All prices quoted by NIBCO are subject to change without notice. Prices do not include any present or future sales, use, excise, value-added or similar taxes. Where applicable, such taxes shall be billed as a separate item and paid by Buyer. A late payment charge of 1 � % per month (18% annual percentage rate) shall be charged on all past due accounts, unless such charge exceeds any rate which may be lawfully charged under applicable law, in which case such charge shall be calculated so as not to exceed the maximum rate allowed by law. Buyer shall pay NIBCO all costs incurred by it in collecting any past due account from Buyer, including all court costs and attorneys' fees. Unless otherwise noted, all sales are f.o.b. point of shipment and, in all cases, title shall pass upon delivery to carrier at point of shipment and thereafter all risk of loss or damage shall be borne by Buyer. 2. Delivery. Delivery dates given in advance of actual shipment are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. NIBCO shall not be liable for failure to deliver or for delay in delivery or performance due to (i) a cause beyond its reasonable control, or (ii) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike, or other labor difficulty, riot or other civil disturbance, inability to perform by a manufacturer or vendor, or (iii) any other commercial impracticability. In the event of such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay. 3. Change in Buyer's Financial Condition. NIBCO reserves the right by written or electronic notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to NIBCO in the event of (i) Buyer's insolvency, (ii) the filing of a voluntary petition in bankruptcy by Buyer or the filing of an involuntary petition of bankruptcy against Buyer, (iii) the appointment of a receiver or trustee for Buyer, or (iv) the execution by Buyer of an assignment for the benefit of creditors. NIBCO reserves the right to suspend its performance until such payment or adequate assurance of performance has been received. NIBCO also reserves the right to cancel Buyer's credit at any time for any or no reason. 4. Warranties. Goods are sold only with such warranties as may be extended in writing by NIBCO. Unless NIBCO provides otherwise, and to the extent permitted by law, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED. BUYER IS RESPONSIBLE FOR INSTALLATION AND USE IN ACCORDANCE WITH NIBCO'S INTSTRUCTIONS. 5. Limitation of Liability. To the extent allowed by law, NIBCO's liability on any claim for loss or damage arising out of this agreement or from the performance or breach thereof or connected with the supplying of any goods hereunder, or the sale, resale, operation or use of such goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or part thereof involved in the claim, regardless of cause or fault. THIS LIMITATION OF LIABILITY REFLECTS A DELIBERATE AND BARGAINED-FOR ALLOCATION OF RISKS BETWEEN NIBCO AND BUYER AND CONSTITUTES THE BASIS OF THE PARTIES' BARGAIN, WITHOUT WHICH NIBCO WOULD NOT HAVE AGREED TO THE PRICE OR TERMS OF THIS AGREEMENT. NIBCO shall not, under any circumstances, be liable for any labor charges without its prior written consent. NIBCO SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE GOODS, DOWN-TIME COSTS, OR CLAIMS OF CUSTOMERS OF BUYER. 6. Returned Goods. Goods may not be returned without the prior written consent of NIBCO. 7. Assignment. Buyer shall not assign or delegate any or all of its duties or rights hereunder without the prior written consent of NIBCO. 8. General. All orders are subject to acceptance by NIBCO. Any representation, affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party. If any provision hereof shall be unenforceable for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforceability or validity of the remaining provisions of this agreement shall not be affected thereby. No waiver of or exception to any of the terms, conditions or provisions contained in this agreement shall be valid unless specifically agreed to in writing. No waiver of a breach of any provision of this agreement shall constitute a waiver of any other breach, or of such provision. The titles in this agreement are for convenience only and have no legal or contractual affect. This agreement and performance hereunder shall be construed according to the laws of the state of Indiana, without regard to its conflict of law provisions. Any actions arising hereunder shall be prosecuted only in the State or Federal Courts located in the Northern District, State of Indiana.