Terms of Sale

I. STANDARD TERMS AND CONDITIONS.

A. SALES POLICY FOR PRODUCTS

1. Wholesale Only.

Global Industrial Solutions sells its complete offering wholesale to business customers, while also serving individuals.

2. Prices.

Prices listed are wholesale, do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Customer should contact Customer Service or check online at www.globalindustrialsolutions.net/ for current pricing. Export orders may be subject to other special pricing. Global Industrial Solutions reserves the right to accept or reject any order.

3. Sales Tax.

Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt.

4. Payment and Credit Terms.

Global Industrial Solutions accepts cash, checks, money orders, bank wire transfers, Visa, MasterCard, and American Express. For customers with established Global Industrial Solutions credit, payment terms are net thirty (30) days from the date of shipment or pick-up of products. All credit extended by Global Industrial Solutions to customer and the limits of such credit, is at Global Industrial Solutions’ sole discretion, and may be reduced or revoked by Global Industrial Solutions at any time, for any reason. As a condition for the continued extension of credit, customer agrees to provide Global Industrial Solutions with current credit information and the latest annual financial statement within five (5) business days following request by Global Industrial Solutions. Global Industrial Solutions reserves the right to charge a convenience fee for late payments. Global Industrial Solutions further reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions identified in Section III. All payments must be made in U.S. dollars. Global Industrial Solutions has the right of set-off and deduction for any sums owed by customer to Global Industrial Solutions.

If customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with Global Industrial Solutions’ credit terms, or fails to supply adequate assurance of full performance to Global Industrial Solutions within a reasonable time after requested by Global Industrial Solutions (such time as specified in Global Industrial Solutions’ request), Global Industrial Solutions may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. Additionally, customer, and each of its subsidiaries and affiliates, agrees to provide to Global Industrial Solutions proper authorization necessary for Global Industrial Solutions to request any financial information from third parties.

Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from Global Industrial Solutions are jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.

5. Credit Balance.

Customer agrees that any credit balance(s) issued by Global Industrial Solutions will be applied to customer’s account within one (1) year of its issuance. IF CUSTOMER HAS NOT REQUESTED THE CREDIT BALANCE WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE WILL BE CANCELLED, AND GLOBAL INDUSTRIAL SOLUTIONS SHALL HAVE NO FURTHER LIABILITY.

B. FREIGHT POLICY

1. Lead Time.

In-Stock items are usually shipped within 1-2 business days. Not-in-stock items generally ship within 3-5 business days.

Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. Global Industrial Solutions charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on customer's invoice. Receipts for shipping and handling charges will not be furnished. COD shipments are not permitted. 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. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier.

C. PRODUCT WARRANTY POLICY

1. Manufacturer’s Warranty.

For information on a specific manufacturer's warranty, please contact Global Industrial Solutions or call Customer Care at 1-888-717-4355.

2. Product Compliance and Suitability.

Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Global Industrial Solutions does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Global Industrial Solutions accept responsibility for construction, installation and/or use of a product. It is customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.

3. Cross-Reference Information.

Product cross-reference comparisons do not imply that products 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.

4. Product Shelf Life.

Global Industrial Solutions provides no guarantee on manufacturer’s printed package shelf life. Returns are not accepted for products outside of manufacturer’s suggested shelf life. Shelf life information can be found by contacting the manufacturer directly.

D. PRODUCT INFORMATION

1. Catalog/Website Information.

Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any Global Industrial Solutions catalog, literature or websites does not constitute the right to purchase products. Global Industrial Solutions reserves the right to revise publishing errors in its catalogs or any of its websites.

Despite our efforts, occasional pricing errors may occur in the Global Industrial Solutions catalogs and websites. Global Industrial Solutions reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from Global Industrial Solutions.

2. Product Substitution.

Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.

3. Material Safety Data Sheets.

Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are prepared and supplied by the manufacturers. GLOBAL INDUSTRIAL SOLUTIONS MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.

4. 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.

5. MSDS and Proposition 65 Regulated Product Requests.

Information on MSDS and Proposition 65 regulated products are available: (i) at the local Global Industrial Solutions; (ii) by contacting Global Industrial Solutions, Attn: Environmental Health and Safety Dept., 219 Glider Circle, Corona, CA 92880 U.S.; (iii) by calling Global Industrial Solutions’ MSDS Request Line at 1-888-717-4355; or (iv) by logging on to www.globalindustrialsolutions.net and clicking on specific products. A complete list of Proposition 65 regulated chemicals is available by logging on to www.oehha.ca.gov.

E. GENERAL TERMS

1. Electronic Data Interchange.

If Global Industrial Solutions 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. Global Industrial Solutions 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 Global Industrial Solutions regarding EDI purchases made by customer shall be deemed to be conclusive.

2. Intellectual Property.

Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by Global Industrial Solutions, or any trademarks or service marks owned by suppliers to Global Industrial Solutions. All materials contained on the www.globalindustrialsolutions.net website are subject to the ownership rights of Global Industrial Solutions and its suppliers. Customer shall have no right to copy or use any of the intellectual property of Global Industrial Solutions or its suppliers without Global Industrial Solutions‘s permission.

3. Independent Contractors.

Global Industrial Solutions 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 does not have the right to bind or otherwise obligate Global Industrial Solutions in any manner, nor may customer represent to anyone that it has the right to do so.

4. Sourced Product.

Global Industrial Solutions may procure product not available through the Global Industrial Solutions catalog or available on www.globalindustrialsolutions.net for a customer from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by Global Industrial Solutions and charged to customer. Sourced Product may not be returned without a return goods authorization issued by Global Industrial Solutions. Global Industrial Solutions, at its sole discretion, may withhold the issuance of such authorization. A restocking fee may apply for any returned Sourced Product.

5. Cancellation.

All product order cancellations, if not prohibited above, must be approved by Global Industrial Solutions, and may be denied or subject to restocking fees and other charges.

6. Product Return.

Product returns, if not prohibited above, must be made within thirty (30) days from date of purchase, unless otherwise indicated. Customer should call Global Industrial Solutions, or go to www.globalindustrialsolutions.net, for instructions. Returned product must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Product returns may be denied or made subject to a 25% restocking fees and other charges by Global Industrial Solutions including but not limited to return freight charges.

7. Force Majeure.

Global Industrial Solutions 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, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Global Industrial Solutions in the conduct of its business.

8. Assignment.

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

9. No Third Party Benefit.

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

10. 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 non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of California. The Customer agrees that for any disputes arising out of the transactions between Global Industrial Solutions and Customer, that jurisdiction shall be vested exclusively in either the United States District Court Central District of California or the Orange County Superior Court, and none other. California law will apply to all disputes.

11. 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 unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.

12. Modification of Terms

Global Industrial Solutions’ acceptance of any order is subject to customer’s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from customer's receipt of Global Industrial Solutions’ acknowledgment, or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of Global Industrial Solutions‘s terms and conditions by customer shall be binding upon Global Industrial Solutions, unless agreed to in writing by an authorized representative of Global Industrial Solutions. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Global Industrial Solutions ‘s acknowledgment, Global Industrial Solutions ‘s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by Global Industrial Solutions of any of the terms and conditions contained herein or in Global Industrial Solutions ‘s acknowledgment.

13. Complete Agreement.

The terms and conditions in: (i) Global Industrial Solutions’ forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and Global Industrial Solutions.

II. ADDITIONAL TERMS AND CONDITIONS RELATED TO THE PERFORMANCE OF SERVICES.

IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, PERFORMANCE OF SERVICES WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS (“ADDITIONAL SERVICE TERMS”). SERVICES MAY BE PERFORMED BY: (i) GLOBAL INDUSTRIAL SOLUTIONS, ITS EMPLOYEES AND AGENTS (“GLOBAL INDUSTRIAL SOLUTIONS PERSONNEL”); (ii) GLOBAL INDUSTRIAL SOLUTIONS SUBSIDIARIES OR AFFILIATES (“GLOBAL INDUSTRIAL SOLUTIONS SERVICE ENTITIES”); OR THIRD-PARTY SUBCONTRACTORS ("THIRD-PARTY PROVIDERS"). FOR PURPOSES OF THIS SECTION II, GLOBAL INDUSTRIAL SOLUTIONS PERSONNEL, GLOBAL INDUSTRIAL SOLUTIONS SERVICE ENTITIES AND THIRD-PARTY PROVIDERS ARE EACH REFERRED TO AS A “SERVICE PROVIDER” AND EACH SERVICE PROVIDER, TOGETHER WITH ITS PERSONNEL, IS REFERRED TO AS “SERVICE PROVIDER PERSONNEL.”

THE TERMS AND CONDITIONS CONTAINED IN THS SECTION II ARE EXTENDED SOLELY BY THE SPECIFIC SERVICE PROVIDER PERFORMING SERVICES, AND ANY OBLIGATIONS CONTAINED IN THIS SECTION II DO NOT APPLY TO ANY OTHER SERVICE PROVIDER REFERENCED IN THE FOREGOING PARAGRAPH. DEPENDING UPON THE NATURE OF THE SERVICES PROVIDED, THE APPLICABLE SERVICE PROVIDER MAY REQUIRE CUSTOMER TO EXECUTE ADDITIONAL CONTRACTUAL DOCUMENTS PRIOR TO THE PERFORMANCE OF SERVICES.

IN THE EVENT OF A CONFLICT BETWEEN THE STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL SERVICE TERMS IN SECTION II, THE ADDITIONAL SERVICE TERMS IN SECTION II SHALL PREVAIL FOR THE PERFORMANCE OF SERVICES.

1. LIMITATION OF LIABILITY.

THE SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IN THE PERFORMANCE OF SERVICES. THE SERVICE PROVIDER'S LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE FOR THE PERFORMANCE OF THE PORTION OF SERVICES THAT GIVES RISE TO ANY PARTICULAR LIABILITY.

2. Payment and Credit Terms.

Except as otherwise agreed to by the parties, customer will be invoiced upon completion of services. Payment terms details on Global Industrial Solutions’ credit application.

3. Termination.

Either party may terminate the service agreement at any time and for any reason upon thirty (30) days' written notice to the other party. If terminated by customer, customer shall pay Service Provider an amount equal to the greater of (i) Ten percent (10%) of the total project cost quotation thereto (the “Total Project Cost”), or (ii) an amount equal to the Total Project Cost multiplied by the percentage completion for such project at the time the notice of termination is given, as determined by Service Provider.

4. Indemnity.

Customer shall defend, indemnify and hold harmless Service Provider and its respective officers, directors, employees, subcontractors and agents (each individually, an “Indemnified Party”) from and against any and all any claims, suits, liabilities, damages, settlements, charges, taxes and any other losses or expenses (including reasonable attorneys' fees) (collectively “Liabilities”) for physical injury to, illness or death of, any third party regardless of status and damage to or destruction of any tangible property which the third party may sustain or incur, to the extent such Liabilities relate to the services; except for such Liabilities relating to or arising out of a final judgment of gross negligence or willful misconduct of the Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party by reason of any such claim as specified above, customer shall resist and defend such action, suit or proceeding by counsel of its choice, at the sole expense of customer, provided that (i) the Indemnified Party notifies customer promptly in writing of the claim; (ii) customer's counsel does not give rise to a conflict of interest with respect to the Indemnified Party; (iii) customer has the sole control of the defense and all related settlement negotiation but shall keep the Indemnified Party reasonably informed of status; and (iv) the Indemnified Party provides customer with all reasonably necessary assistance, information, and authority to perform the foregoing at customer's expense.

5. Access to Customer’s Premises.

To the extent access to customer's premises is required; customer shall provide Service Provider Personnel access to customer's premises free of charge as necessary for performance of services supplied by Service Provider. Prior to starting any work at customer's premises, customer will: (i) provide documentation that identifies any existing hazardous materials or dangerous or potentially dangerous conditions on or about customer's premises; and (ii) allow Service Provider Personnel, at its option, reasonable access to customer's premises to perform or have performed a visual site inspection. Service Provider will have no responsibility or liability for the actual existing conditions; or identifying, correcting or advising customer of existing conditions on customer's premises (“Pre-Existing Conditions”), and customer shall be responsible for and shall indemnify each Service Provider and each of the Service Provider Personnel from and against any Liabilities arising out of or relating to any Pre-Existing Conditions, regardless of whether previously disclosed to any Service Provider or Service Provider Personnel. Customer shall not attempt to condition the right of Service Provider Personnel to obtain free access to customer's premises upon the signing of any agreement, waiver, or release which in any way purports to affect the legal rights or obligations of Service Provider or Service Provider Personnel. If any Service Provider Personnel signs such an agreement, waiver, or release, it shall be of no force and effect.

6. Health and Safety Matters.

Customer shall take all precautions, at all times, for the health and safety of Service Provider Personnel at customer's premises, including but not limited to identifying to Service Provider all hazardous materials or safety or health hazards to which Service Provider Personnel on customer’s premises may be exposed; (i) providing to Service Provider Personnel for review, and instructing Service Provider Personnel regarding customer’s safety practices; and (ii) proper and safe handling of, and protection of, Service Provider Personnel from exposure to hazardous materials or dangerous conditions. Customer agrees to provide Service Provider Personnel with all safety health and other protections required by law for customer’s own employees, including, without limitation, all protections required by federal, state and local laws, standards, regulations, orders and other requirements under OSHA, and similar workplace safety and health statutes and programs.

7. Right to Subcontract.

Customer agrees that the Service Provider may subcontract the performance of services to third parties. Customer authorizes the Service Provider to disclose all information to the subcontractor, including confidential information necessary for such performance of services by the subcontractor.

III. ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF GLOBAL INDUSTRIAL SOLUTIONS’ PRODUCTS.

IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF GLOBAL INDUSTRIAL SOLUTIONS PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF GLOBAL INDUSTRIAL SOLUTIONS PRODUCTS (“ADDITIONAL EXPORT TERMS”). IN THE EVENT OF A CONFLICT BETWEEN GLOBAL INDUSTRIAL SOLUTIONS’ STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL EXPORT TERMS IN SECTION III, THE ADDITIONAL TERMS IN SECTION III SHALL PREVAIL FOR EXPORT SALES OF GLOBAL INDUSTRIAL SOLUTIONS PRODUCTS.

1. Order Acceptance.

Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by Global Industrial Solutions, or any of its U.S. affiliates and divisions, at a continental U.S. 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 U.S. and of the State where acceptance occurred in the U.S.

2. Sales Tax and Duties, Import Fees.

Global Industrial Solutions is required to charge federal, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption certificate. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, customer shall indicate which products are tax exempt.

3. Export Controls and Related Regulations

Customer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Customer shall comply with all applicable U.S. economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.

4. 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 purposes of the Foreign Trade Regulations or other regulatory purposes, and customer and its freight forwarder are responsible for all routed export transactions documentation, including but not limited to the filing of the required Electronic Export Information/Automated Export System records. At Global Industrial Solutions ‘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 customer by Global Industrial Solutions.

5. U.S. Foreign Corrupt Practices Act.

Customer acknowledges that it is an independent contractor 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), a foreign political party or party official, or any candidate for foreign political office in connection with the purchase and resale of the products ordered from Global Industrial Solutions.

6. Dispute Resolution.

Actions by Global Industrial Solutions for non-payment by customer of the purchase price of products sold by Global Industrial Solutions, please refer to Global Industrial Solutions' Credit Application Terms and Conditions.

7. Country of Importation and Anti-diversion.

Customer represents that it is purchasing products from the U.S. and importing them to the country specified in the customer and Global Industrial Solutions documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the U.S., and that the products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable U.S. laws and regulations relating to the product purchased by customer. Any commodities, technology and software will be exported from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or regulations. Diversion contrary to U.S. law is prohibited. If requested by Global Industrial Solutions, customer shall provide documentation satisfactory to Global Industrial Solutions verifying delivery at the designated country. Customer further agrees to inform Global Industrial Solutions at the time of order of any North American Free Trade Agreement or other special documentation, packaging or product marking or labeling, but Global Industrial Solutions shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless Global Industrial Solutions expressly agrees to do so.

8. 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 Regulations, International Traffic in Arms Regulations, Toxic Substances Control Act, or other applicable laws or regulations.

9. 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 California, U.S., 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 (1) year after the cause of action has arisen.