SALE TERMS & CONDITIONS

1. The terms and conditions concerning the sale of goods by The Homer C. Godfrey Company (“Seller”) to Customer are expressly limited to the terms and conditions set forth in Sellers Acknowledgment, Pick Ticket, and/or Invoice concerning the sale, and any additional or conflicting terms or conditions that are contained in any Customer purchase order concerning the sale, or that are contained in any written or oral Customer confirmation or communication concerning the sale, are rejected by Seller and excluded from the sale.

2. Customer shall reimburse Seller for all costs and expenses, including reasonable attorney’s fees, incurred by Seller to collect the amounts due to Seller for goods sold by Seller to Customer or to otherwise enforce any of Seller’s rights against Customer. Customer shall indemnify Seller from and against any loss, liability (including settlements, judgments, fines and penalties) or costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any action, suit or proceeding against Seller by any party (including employees of either Party or government agencies) alleging it arises from acts or omissions (including what would be negligence, willful misconduct or breach of the Order) by Customer (or its subcontractors), including without limitation Customer’s breach of these terms and conditions. Customer’s obligations under this section shall survive Customer’s acceptable of any of Seller’s work and/or payment therefore.

3. SELLER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE GOODS SOLD, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4. SELLER SHALL NOT BE LIABLE TO CUSTOMER IN ANY EVENT FOR ANY INCIDENTAL, PUNITIVE, STATUTORY, INDIRECT OR CONSEQUENTIAL DAMAGES, and Customer’s sole remedies against Seller concerning goods sold to Customer by Seller shall be either (i) replacement of any goods damaged by Seller during their delivery to Customer, if Seller has replacement goods in stock and available, or (ii) the return of goods to Seller by Customer as permitted by Seller.

5. No goods may be returned by Customer to Seller without Seller’s permission. All returned goods must be accompanied by Seller’s original invoice or identified by Seller’s original invoice number. Customer shall pay to Seller a return charge in the amount of 20% of the invoice price for all returned goods.

6. Any claims by Customer concerning shortages or damage to goods sold to Customer by Seller, as well as any other claims by Customer concerning such goods, shall be deemed to be waived and released by Customer unless such claims are submitted in writing by Customer to Seller within five (5) days after delivery of the goods to Customer.

7. Any and all disputes between Customer and Seller concerning goods sold to Customer by Seller shall be governed by Connecticut law. Customer and Seller expressly consent to the exclusive jurisdiction of state or federal courts located in the State of Connecticut in any action between Customer and Seller relating in any way whatsoever to goods sold to Customer by Seller.

8. No change of these sale terms and conditions will be valid or enforceable unless the change is made in a writing signed by authorized officers of both the Customer and Seller which specifically refers to these sale terms and conditions.

9. I have requested drivers of The Homer C. Godfrey Company to enter onto the property or job site to deliver goods at my own risk, and I agree to indemnify and hold The Homer C. Godfrey Company harmless from all liability, damages (including without limitation personal injury or property damage), costs and expenses (including reasonable attorney’s fees) that may be incurred by The Homer C. Godfrey Company or that may occur as a result of delivery of the goods onto the property or job site as requested.