TERMS AND CONDITIONS OF SALE
(Our normal terms are net 30 days upon credit approval)

1. All references in this document to “Seller” shall include each subsidiary or division of Interline Brands, Inc. whether or not specifically identified herein.

2. Transmission by facsimile or an executed copy of this Agreement shall be deemed to constitute acceptance and delivery of this Agreement and a facsimile copy may be relied upon by Barnett or its affiliates and deemed to be an original for all purposes hereunder.

3. All sales made by the Seller are subject to the Terms and Conditions of Sale in effect at the time of the sale, which shall prevail over any inconsistent terms or Purchaser’s purchase order or other documents. No terms and conditions in any way altering or modifying these provisions shall be binding upon Seller, unless they are specifically authorized in writing by Seller’s authorized representative.

4. Quotation prices made by the Seller are subject to change without notice, and all quotations expire and become invalid if not accepted within 30 days
from the date of issue, unless otherwise specified by Seller in writing. Quotations on products driven by market commodities expire after 24 hours. Prices shown do not include any sales, excise or other governmental tax or charge payable by Seller to Federal, State or local authority. Any taxes now or thereafter imposed upon sales of shipments will be added to the purchase price. Purchaser agrees to reimburse Seller for any such tax or to provide Seller with an acceptable tax exemption certificate. Price extensions when made are for Purchaser’s convenience only, and they are not binding by Seller.

5. Delivery dates given by Seller are estimates. Seller shall not be liable for delay or default in delivery. Freight charges may apply dependent upon order size, fuel prices, or other factors at Seller’s discretion. Buyer waives any claims for damages arising from delays in delivery, regardless of the cause. Seller shall not be liable to Purchaser for goods, that are damaged or lost while in the possession of a common carrier, and it will be the Purchaser’s responsibility to recovery any and all damage directly from the common carrier.

6. Goods not manufactured by Seller are warranted and guaranteed only to the extent and in the manner warranted and guaranteed to Purchaser by the
original manufacturer of such goods.

7. Buyer shall make all claims for billing errors or adjustments in writing within ten (10) days from the invoice date. Claims not received in writing within the time specified are waived by Buyer.

8. Buyer shall examine material upon receipt and prior to installation. All claims for shortages or improper delivery must be made in writing within five (5) days of delivery. Claims not received in writing within the time specified are waived by Buyer. Delivery to job site constitutes delivery to Buyer, regardless of whether Buyer or his agent is at the site at the time of delivery or signs a delivery receipt.

9. Seller will accept the return for credit of regularly stocked items of the current model in clean, unused and undamaged condition with original packaging with all original parts [“Returns”]. Returns are subject to a 20% restocking fee, unless specified otherwise, with the exception of defective goods or shipping errors, which are not subject to a restocking fee. No other material may be returned for credit, including special orders and drop shipments, unless specifically agreed to by Seller in writing and the restocking fee from those items is subject to Seller’s/supplier’s restocking fee.

10. Unless otherwise stated, payment terms are Net 30 days. Payment is due in the form of cash, check or money order. Seller may apply Purchaser’s payment against any open charges within Seller’s sole discretion. Past due balances are assessed a late charge of 1 1/2 % per month. Purchaser agrees to pay Seller the assessed late charge. The Seller has the right to exercise setoff or recoupment when needed to satisfy any outstanding debt. In the event an account is not paid when due, the Purchaser shall be liable for any and all fees and costs incurred in connection with a referral of this account to any third party or parties, including but not limited to all attorney’s fees. If a legal proceeding is commenced, Interline Brands, Inc. shall be entitled to its reasonable attorney fees and court costs, including any costs and fees of appeal. Purchaser waives any and all privileges and rights, that Purchaser may
have relating to venue. If any suit or action is brought to enforce any part of this agreement, venue shall, at the sole option of Interline Brands, Inc., be in Duval County, Florida.

11. If Purchaser fails to comply with these Terms and Conditions of Sale, or Purchaser’s credit becomes unsatisfactory in Seller’s sole discretion, Seller
reserves the right to terminate or restrict any order upon notice to Purchaser. Purchaser certifies that it is solvent and that it will immediately advise the
Corporate Credit Department of Seller if it becomes insolvent. Purchaser agrees to send Seller written notice of any changes in the form of ownership of
purchaser’s business within five (5) days of such changes.

©2008 U.S. Lock - Long Island, N.Y. 11717