PURCHASE AGREEMENT TERMS AND CONDITIONS OF SALE

The following terms and conditions of sale apply to all sales made by American Builders & Contractors Supply Co., Inc., its subsidiaries and divisions, to include but not be limited to L&W Supply Corporation, Mule-Hide Products Co., Inc., Mule-Hide Manufacturing Co., Inc., American Construction Metals, Norandex, United Roofing Supply and American Construction Metals (collectively, the “Seller”). Seller objects to any terms introduced by Buyer and rejects them in their entirety; no terms of Buyer will be of any force or effect.

1. If Buyer is purchasing on credit, Buyer must have on file with Seller an approved Online Credit Application. For any purchase on credit, Buyer consents to Seller’s Credit Agreement, the terms and conditions of which Buyer acknowledges having read and understood and are incorporated by reference herein. All accounts past due are subject to a monthly late payment charge, not to exceed the maximum allowed by applicable state and federal law. By purchasing from Seller, Buyer represents and warrants that Buyer is not a “consumer” as that term is defined in any applicable state and federal consumer protection laws and Buyer agrees to indemnify and hold harmless Seller against any legal matter based on a claim or finding that Buyer is a “consumer.”
2. Seller’s acknowledgement and acceptance of Buyer’s order is expressly conditioned upon Buyer’s acceptance of these terms and conditions. No terms or conditions, and no written or oral agreement that purports to vary these terms and conditions, is binding upon Seller unless set forth in writing, signed by an officer of Seller. All negotiations, proposals and representations are merged herein, and this writing constitutes the complete and exclusive statement of the terms and conditions of the Purchase Agreement between Buyer and Seller. BUYER ACKNOWLEDGES THAT BUYER IS NOT RELYING ON ANY REPRESENTATION OR PROMISE OF SELLER THAT IS NOT EXPRESSLY SET FORTH IN THIS PURCHASE AGREEMENT. In the event Buyer fails to accept this Purchase Agreement in writing, Buyer’s consent to the terms and conditions herein is conclusively presumed, either from Buyer’s failure to object within five calendar days in writing or from Buyer’s acceptance or use of the material delivered hereunder. Unless Buyer notifies Seller in writing to the contrary prior to making a purchase, Buyer represents and warrants that any employee or agent action on Buyer’s behalf is authorized by Buyer to do so and Seller may rely upon such representation.
3. In any case in which Seller makes delivery, Buyer will pay Seller’s customary shipping charges. Delivery will be made at the project site or other place of delivery adjacent to the closest public right of way. Title and risk of loss passes to Buyer upon delivery of the goods. Should Buyer not be present to accept delivery, Buyer authorizes Seller to unload the goods and leave them at the delivery destination. Buyer releases Seller and will indemnify and hold harmless Seller from and against any and all claims demands, actions, causes of action, cost, expenses, and attorneys’ fees arising out of or in connection with any and all injury including death, to any person or persons (whether third parties or agents, servants, or employees of Buyer), any and all damages to or loss of any property (whether belonging to Buyer or a third party), and any and all other damages recognized at law or in equity caused in whole or in part by or in any way related to the delivery of goods onto (or adjacent to) the project site by Seller, whenever such delivery is made in accordance with or pursuant to Buyer’s instruction or authorization.
4. Buyer has the right to inspect the goods upon arrival. Buyer’s inspection rights expire three (3) days after the arrival of the goods at the delivery destination. A failure to make inspection within that time waives notice of any defect that a reasonable inspection would have revealed. A rejection of the goods by Buyer is not effective unless written notice of rejection is given to Seller within three (3) days of delivery.
5. Without prejudice to any other rights, Seller may suspend further deliveries of any goods purchased if Buyer defaults in payment of any amounts due, or whenever Seller may deem itself insecure as to Buyer’s performance, until Buyer remedies such default or provides assurance that satisfies Seller in its sole discretion, of Buyer’s ability to perform. Seller may cancel any order at any time prior to payment by Buyer.
6. Unless otherwise provided by law, Seller may require Buyer to pay or to reimburse Seller for any tax (except income tax) which now or hereafter is imposed by any taxing authority with respect to the goods purchased or the sale, purchase, manufacture, delivery or use thereof.
7. Seller reserves the right to discontinue, without liability, deliveries of any goods, the manufacture, use and/or sale of which in the opinion of Seller would infringe any patent now or hereafter issued, or other intellectual property right under which Seller is not licensed.
8. Where Buyer requires tests or inspection not regularly provided by Seller, Seller may charge Buyer for the actual cost of such test or inspections.
9. Buyer’s wrongful nonacceptance of goods, or cancellation or repudiation of an agreement to purchase goods or services entitles Seller to recover, in addition to any incidental damages caused by Buyer’s wrongful nonacceptance, cancellation or repudiation, either (i) in the case of goods which cannot reasonably be resold by Seller to a third party, or service which have already been performed by Seller, the price of such goods or services; or (ii) in the case of goods for which other buyers exist or services not yet performed, or where an action for the price is not otherwise permitted by law, twenty percent (20%) of the contract price as liquidated damages (which constitute a reasonable estimate of Seller’s loss and not a penalty). In the case of special orders, all Seller’s out-of-pocket expenses, if any, incurred prior to receipt by Seller of notice of cancellation by Buyer, in connection with providing special services, developing special tooling, purchasing special supplies and the like are recoverable, in addition to the foregoing.
10. Seller is not responsible for and will not liable for any damages (of any nature whatsoever) for any delay caused in whole or in part by circumstances beyond Seller’s reasonable control, including but not limited to, force majeure, fires or accidents; strikes or other differences with workers; war (whether declared or undeclared), riots or embargoes; delays by carriers; delays in shipment or receipt of materials from suppliers; or any legislative, administrative or executive law, order or requisition of the federal or any state or local government or any subdivision, department, agency, officer or official thereof. In the event of any shortage of goods, Seller may allocate its available supply among Seller’s customers, including Seller’s branches and affiliates, in any manner Seller deems reasonable.
11. BUYER ACKNOWLEDGES THAT BUYER’S PURCHASE DECISION IS BASED SOLELY UPON BUYER’S DUE DILIGENCE OF THE GOODS REQUIRED BY BUYER AND NOT BY REASON OF OR RELIANCE ON ANY STATEMENT MADE BY OR ON BEHALF OF SELLER AS TO THE MERCHANTABILITY, SPECIFIC ATTRIBUTES OR OTHER INFORMATION REGARDING THE GOODS. In the case of goods manufactured and sold by Seller with a separate written warranty, that warranty will apply. Otherwise, in the case of goods manufactured and sold by Seller, Seller warrants only that such goods have been manufactured in accordance with Seller’s specifications and are free from defects in material and workmanship at the time of sale. For all other goods, upon request, Seller makes no warranties, but will assign or transfer to Buyer any assignable or transferable manufacturer’s warranties, if any, applicable to the purchase, in lieu of all other warranties, express or implied. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY THAT EXTENDS BEYOND THOSE GIVEN IN THIS PURCHASE AGREEMENT. Buyer acknowledges that lumber and other product dimension descriptions are made consistent with industry standards and do not necessarily represent exact or accurate dimensions. For example, lumber commonly called “2×4” is actually 1.5 inches deep by 3.5 inches wide.
12. As a courtesy to Buyer, Seller may, upon request, provide certain services ancillary to the supply and delivery of building materials. These ancillary services may include, but are not limited to, identifying potential installers for the goods purchased from Seller, assisting in field measurements, preparing shop drawings and visiting job sites.  Seller makes no warranties regarding such ancillary services; they are provided AS IS – WHERE IS and Seller disclaims all warranties with respect to the same, either express or implied.  In the event Seller provides ancillary services, it is Buyer’s sole responsibility to conduct its own independent diligence regarding the services including verifying field measurements, inspecting construction work and selecting installers. Seller is not liable for any actions of any installer(s) or any defect in any work, whether or not the installer is suggested by Seller.
13. Buyer’s Remedies/Seller’s Limitation of Liability: (a) Buyer’s sole and exclusive remedy and the limit of Seller’s liability for goods or services proven to be other than warranted, whether based upon breach of warranty, negligence, strict liability, tort, breach of contract or any other legal theory, will be, at Seller’s option, (i) replacement of the goods or services, without charge, carriage paid to Buyer’s facility; or (ii) refund of the purchase price paid in respect of such goods or services, plus commercially reasonable charges in connection with the return or disposition of goods (if applicable). Seller’s liability will not exceed the aggregate purchase price of the particular goods and services with respect to which losses, damages, expenses or costs are claimed. Buyer must make any claim against Seller (whether sounding in contract or tort) within 12 months of the date of shipment of the goods or performance of the services, and any such claim not made within such 12-month period is irrevocably waived.

(b) SELLER IS NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMGES, LOSS OF ANTICIPATED PROFIT, UNABSORBED OVERHEAD, INTEREST ON CLAIMS, PRODUCT DEVELOPMENT AND ENGINEERING COSTS, FACILITIES AND EQUIPMENT REARRANGEMENT COSTS OR RENTAL, UNAMORTIZED DEPRECIATION COSTS, AND GENERAL AND ADMINISTRATIVE BURDEN CHARGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS OF WHETHER THE REPLACEMENT OR REFUND REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER. Seller will not be liable for any damages attributable to product abuse, misuse, neglect or any other cause, which is not the fault of Seller.

(c) The limitation of liability set forth in this paragraph will survive termination or cancellation of this Agreement. For the avoidance of doubt, Seller is not liable for any damages whatsoever whether direct or indirect resulting from any delay in delivery of the goods or failure to deliver the goods in a reasonable time – whether or not such delay or failure is caused by Seller.

1. Seller has no liability to any person other than Buyer by virtue of the sale of the goods or services, or any other matters contemplated by this Agreement. There are no third-party beneficiaries to this Agreement. If Buyer is purchasing goods for re-sale, Buyer will add Seller as a party protected by Buyer’s warranty and limit of liability provisions in Buyer’s terms of sale.
2. (a) Buyer agrees to indemnify and hold harmless Seller from and against any and all claims, demands, actions, causes of action, costs and expenses arising out of or in connection with, in whole or in part, any act(s) or omission(s), negligent or otherwise, of Buyer, or any of Buyer’s agents, servants, employees, subcontractors or customers, including but not limited to: (i) claims of personal injury, including death, to any person or persons (whether third parties or agents, servants or employees of Buyer or Seller); (ii) claims of loss of any property, real or personal (whether belonging to Seller, Buyer or to a third party); and (iii) any and all other damages recognized at law or in equity under any theory whatsoever.

(b) This indemnity includes, but is not limited to, any reasonable attorney’s fees or other reasonable legal fees incurred by Seller and associated with the foregoing.

(c) This indemnity provision is a material term to the Agreement. Buyer’s duty to indemnify is a condition to the sale of any goods from Seller to Buyer. Buyer has read the indemnity provision in its entirety, understands each and every part of the provision and acknowledges that there is no ambiguity concerning Buyer’s duty to indemnify.

(d) In the event that the applicable law prohibits enforcement of this clause as written, then and only then, this clause will be modified to provide the maximum indemnification to Seller, as indemnitee, allowable under that applicable law.

1. Buyer represents and warrants that it has complied and will comply with all applicable laws, rules and regulations pertaining to the export, import and movement of the goods sold hereunder. All drawbacks of duties paid on items used in the manufacture of the goods delivered hereunder will accrue to the Seller, and Buyer agrees to furnish the Seller with all documents and cooperation necessary to obtain payment of such drawbacks.
2. This Agreement will be governed by and construed according to the laws of the state where the Seller branch supplying the goods hereunder is situated. Any action brought upon, or by reason of, this Agreement will be brought, in Seller’s sole discretion, either in a court with jurisdiction over the county in which the Seller branch is located, in a court with jurisdiction over the county in which the project for which the goods are to be used is located, or in a court or before an arbitration panel where an action between Seller and a third party is pending which concerns the subject matter of this Agreement. Buyer agrees that, in the event any action is brought upon, or due to, this Agreement by either Buyer or Seller, and Seller prevails, Buyer will pay Seller’s reasonable attorney’s fees and other costs incurred because of or in connection with such action, in the maximum amount permitted by law.
3. Waiver by Seller of any terms or conditions of this contract or waiver of any breach hereof will not be construed as a waiver of any other term, condition, or breach. Determination that any provision of this Agreement is illegal or invalid will not affect the validity or enforceability of the remaining provisions of this Agreement.
4. Returns must be made in accordance with Seller’s return policy. A copy of this policy may be found at https://abcsupply.com/services/return-policy/ or is available upon request.
5. The purchase of goods or services will not entitle Buyer to use, or otherwise identify Buyer or its business with the name, trademark or other identity of Seller. Should Buyer violate this provision, Seller reserves all remedies provided for by law or in equity, including, without limitation, injunctive relief.
6. T/D symbols printed on the front of any Seller warehouse picking/delivery ticket, invoice, or statement represents the tax and discount status of individual items. The following is a description of each symbol or combination of symbols:

/  = Taxable regardless of the order’s tax status

\  = Nontaxable regardless of the order’s tax status

   = Non-discountable regardless of the order’s terms

/ = Taxable and non-discountable regardless of the order’s tax status and terms

 \   = Nontaxable and non-discountable regardless of the order’s tax status and terms

If the item is taxable, and discountable based on the order’s tax status and terms, no symbol will print.

 

1. The acceptance of this order is expressly limited to the terms herein and any additional or different terms suggested by the Seller are hereby rejected unless agreed to in writing by ABC. Upon acceptance by Seller, this order shall constitute a valid and binding contract which shall be governed by and construed according to the laws of the State where contract is performed. ABC may require written acknowledgement with complete delivery information. ABC reserves the right to cancel without liability if Seller fails to comply with acknowledgement requirements. If not stated in this order, prices shall not be higher than the last price charged by Seller to ABC or the market price, whichever is less.
2. Seller warrants that all material and equipment furnished under this order: (a) shall be the best of their respective kind; (b) shall be of good quality and workmanship and free from defects, latent or patent; and (c) shall produce capacities or meet design specifications and function (1) as called for in any specifications identified or referenced herein, and (2) as published or warranted by the manufacturer for the item involved. Without charge to ABC, Seller agrees to replace without charge to ABC, any defective or non-conforming material and equipment or remedy any defects not due to ordinary wear and tear or due to improper maintenance which may develop within one year from date of installation, or within the guarantee period set forth in applicable specifications, whichever is longer.
3. Where this order requires, material and equipment furnished hereunder is subject to approval of the architect, engineer, or other party mentioned, and Seller shall furnish the required number of submittal data or samples for approval within the time designated. In the event approval is not obtained, this order is cancelled with no liability on the part of either ABC or Seller, unless the order is placed with the understanding that the material and/or equipment is to be supplied of the type and in such a manner as to meet requirements of specifications. In the latter case, Seller shall immediately on notice replace same or remedy any deficiency without expense to ABC and further shall pay to ABC all consequential loss and damage resulting therefrom.
4. When indicated, shipment will be made by the method, carrier and/or routing specified on the front of this order. The materials and equipment covered by this order shall remain the property of Seller until delivered to the specified destination and accepted by ABC, and any damage to the material and equipment or loss of any kind occasioned in transit shall be borne by Seller, notwithstanding the manner in which the goods are shipped and transportation costs are paid. All shipping containers must be marked with vendorʼs name, ABCʼs purchase order number, and must contain an itemized packing slip of all contents. No charges will be allowed for cartage or boxing unless approved by ABC in writing. No overshipment will be accepted unless first approved by ABC in writing.
5. Invoices and bills of lading must bear ABCʼs purchase order number and be mailed immediately. Separate invoices must be rendered for each partial shipment. All invoices must be DUPLICATE.
6. TIME OF DELIVERY IS OF THE ESSENCE. ABC reserves the right to cancel, without charge, all or any part of this order if not filled within the specified time. Such right reserved to ABC herein or by law for any delay or failure to deliver as specified.
7. Seller shall protect, indemnify and hold harmless ABC from and against all claims, liability, loss, damage, and expense, including attorney’s fees, arising, in whole or in part, out of (a) any actual or alleged infringement of any patent or license covering any article purchased hereunder and (b) any breach of this contract by Seller including any delay or failure to deliver as specified.
8. Seller shall furnish, if requested by ABC, all necessary bills of sale, affidavits or other documents of title, in form satisfactory to ABC. Such documents may be conditioned upon receipt of payment for materials or equipment covered thereby, if payment has not been received by Seller.
9. Seller shall not assign or transfer its responsibilities under this order, or any part hereof, or any amount due and payable or to become due and payable hereunder, without the written consent of ABC, and any such assignment or transfer without such written consent shall be void.
10. All prior representations, conversations or preliminary negotiations shall be deemed to be merged in this order. This order shall be binding upon and shall benefit the parties hereto and their respective successors, assigns, heirs, administrators, executors and legal representatives, provided that nothing contained in this paragraph shall be construed so as to authorize Seller to make any assignment or transfer prohibited by paragraph 9 above.
11. Seller agrees to comply with all applicable laws, ordinances, orders, regulations, and directives in any manner relating to or connected with employment (including but not limited to the Fair Labor Standards Act of 1938, as amended) and Seller shall require compliance therewith by all suppliers and subcontractors with whom Seller may contract for anything relating to any material and equipment furnished hereunder.
12. Seller warrants that all equipment and material furnished hereunder is in full compliance with the requirements of the Occupational Safety and Health Act of 1970, the Construction Safety Act of 1969, any other applicable federal, state or local laws, ordinances or statutes concerning safety or product liability (including any common law duty to label or warn) and including all standards and regulations thereunder (collectively “Laws”), and Seller agrees to and shall indemnify, protect and hold harmless ABC from and against all claims, liability, loss, damage and expense, including ABC’s attorney’s fees, for any claimed violation of the Laws arising out of or resulting from the equipment or material furnished hereunder and Seller shall directly receive and be responsible for all citations, assessments, fines or penalties which may be incurred by reason of the failure of the equipment or materials furnished hereunder to comply with the Laws.

 

Our Hassle-Free Return Policy

If you return a product to an ABC Supply location in resalable condition within 30 days of purchase with the receipt, you will receive a full refund. To qualify, the returned product must be:

• An everyday stocked (non-special order) product
• In resalable condition
• In its original packaging (full boxes, bundles or units)
• Accompanied by the original invoice or sales receipt

For all other returns, see “Non-qualifying Returns” below.

Restocking fees may apply.

Receiving Your Refund

Method of Payment	Amount	Method of Refund	Time to Process
ABC Supply Account	Any	Credit to account	24 hours
Credit Card	Any	Credit to credit card	24 hours***
Check*	Up to $500	Cash	Same day
Check*	More than $500	Check	3-4 business days
Cash**	Up to $500	Cash	Same day
Cash**	More than $500	Check	3-4 business days

*Must clear a 10-business-day waiting period.
**If cash received for payment has not yet been deposited, a full refund of cash can be given.
***Does not include credit card company processing time as that varies, it may take up to 2 billing cycles for a credit to appear on your credit card statement.

Non-Qualifying Returns

Returns made after 30 days:

• Any return made after 30 days of purchase with the original invoice or sales receipt may be subject to a restocking charge.
• ABC Supply reserves the right to refuse any return made after 30 days of purchase.

Returns made without a sales receipt or invoice:

• For ABC Supply account holders returning a product within 30 days of purchase, we will make every effort to look up your receipt for you. If this is possible, the same policy applies as if you had the original invoice.
• If we are unable to look up or find the invoice, the return may be refused.

Please note: Returns made to a different ABC Supply location require manager approval and may be subject to a restocking charge.

Special Orders

Returning “special orders”:

• “Special order” refers to any order of product not normally stocked by ABC Supply in a given market and/or any product that is custom-made (not stocked by the manufacturer and/or made to customer specification).
• Special order returns will be accepted contingent upon the manufacturer’s return policy. Customer is responsible for all costs associated with special order returns to the manufacturer.

Product Pickups

ABC Supply will provide on-site pickup of any qualifying return. The following will apply:

• Any product picked up on the ground by ABC Supply will be subject to a flat service fee per pickup.
• Other charges may apply. See store for details.

 

AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. CREDIT AGREEMENT

CREDIT TERMS & CONDITIONS

As a condition to the election of American Builders & Contractors Supply Co., Inc., a Delaware corporation with its principal place of business at its National Support Center at One ABC Parkway, Beloit, Wisconsin (d/b/a “ABC Supply Co., Inc.,” and “Bradco Supply,” among others) (hereinafter, “Seller”) to extend credit to Buyer, Buyer has executed Seller’s Credit Application and agrees to the following terms and conditions for all purchases made by Buyer from Seller or any of its subsidiaries. All purchases by Buyer from Seller are made pursuant to this Credit Agreement, the Seller Credit Application, and Seller Terms of Sale. The terms and conditions of the Seller Credit Application and the Seller’s Terms of Sale (https://www.abcsupply.com/terms-of-sale) are incorporated by reference herein. Any payments made through Seller’s Internet-based Invoice Gateway (more information at https://account.abcsupply.com/) are also subject to the terms and conditions of the Invoice Gateway, which Buyer hereby acknowledges and accepts. The Credit Application, Credit Agreement, the Terms of Sale and the Invoice Gateway terms and conditions (if applicable) together constitute the entire agreement between Seller and Buyer and will be collectively referred to from time to time as the Agreement. In the event of any conflict in the terms of the aforementioned, the terms of the Seller Purchase Agreement will control.

1. Buyer will pay each invoice in full in accordance with the terms of the particular Purchase Agreement, invoice, or other shipping document, with or without Buyer’s signature. In the event Buyer fails to make payment when due, Buyer will pay, in addition to the invoice amount, a monthly late payment charge of 1.5%. Seller reserves the right to change such charges from time to time in its sole discretion and without notice. All payments are due within terms. Buyer agrees that should the late payment charge be deemed by a court of competent jurisdiction to violate any law, Buyer’s sole remedy against Seller for such violation will be the application of any late payment charge paid in excess of the maximum rate allowable by law toward the unpaid account balance (or a refund of such excess if no account balance remains unpaid).
2. Buyer agrees to pay all costs of collection by Seller of any amounts due hereunder, including actual attorney’s fees. Buyer further agrees that, in the event any action arising out of or related to the Agreement between Buyer and Seller, and Seller prevails, Buyer will pay Seller its actual attorney’s fees and other costs incurred as a result of or in connection with such actions. To the extent state law limits the recoverability of attorney’s fees, Seller will be entitled to recover its fees up to the maximum allowed by state law.
3. Buyer grants Seller authorization to perform a credit check and obtain a credit report for Buyer on an annual basis, or more frequently as Seller may deem necessary.
4. Seller will have the sole discretion and complete right to apply any payment received from Buyer hereunder in a manner that Seller deems proper. Unless otherwise specified in the remittance advice, Seller may apply payments first to late payment charges, service charges, shipping charges, attorney’s fees, or any other applicable charge, in any order, before applying the remainder of any such payments toward Buyer’s principal account balance.
5. Buyer represents and warrants that Buyer is not a “consumer” as defined in the Federal Consumer Credit Protection Act, or any other consumer credit laws (Federal, State or Local), and Buyer waives all rights granted to consumers under the Federal Consumer Credit Protection Act, and other Federal, State and Local laws pertaining to “consumer” rights. Buyer further represents and warrants that all purchases made from Seller and any credit extended hereunder will be used solely for business and commercial purposes. Buyer further represents and warrants that any purchases from Seller of “consumer products” as defined in the Magnuson Moss Act or any similar law are being made (i) for resale, (ii) for use in commercial structures, or (iii) for use in the construction of a new residential structure or a substantial addition or remodel to an existing residential structure. Buyer acknowledges and agrees that Seller is a distributor, not a manufacturer, and does not provide warranties on the goods it merely distributes.
6. If this Credit Application and Credit Agreement is executed by a corporation, LLC, partnership or other business entity or company (“Company”), the undersigned individual represents and warrants that the Company has the power to enter into this Agreement, the execution of this Agreement by the undersigned has been duly authorized by the Company and this Agreement is in the best interest of the Company.
7. Governing Law: Any action arising out of or related to the Agreement will be brought, at Seller’s sole discretion, in a court of law or equity in a county in which the pertinent Seller Branch is situated or, in the county in which the project for which the goods are used or to be used is located, or where an action between Seller and a third party is pending that concerns the subject matter of the agreement. The Agreement will be governed by and construed and enforced in accordance with the procedural and substantive laws of the State where the action is brought. BUYER WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY REGARDING ANY AND ALL DISPUTES ARISING OUT OF THIS AGREEMENT, subject to the law of the jurisdiction where the action is pending. The Agreement contains the full, final and exclusive statement of the Agreement between Seller and Buyer, and no terms and conditions other than those stated herein, and no agreement or understanding in any way purporting to modify the terms and conditions thereof, will be binding on Seller without Seller written consent. Waiver by Seller of any terms or conditions of this contract or waiver of any breach thereof will not be construed as a waiver of any other terms, conditions, or breach. Determination that any provision of the Agreement is illegal or invalid will not affect the validity or enforceability of the remaining provisions of the Agreement.
8. Buyer agrees to provide Seller with no less than thirty days prior written notice by Certified or Registered Mail of any change in Buyer’s name, address, ownership, or form of business entity.
9. All notifications from Buyer should be addressed to the Seller branch from which Buyer has purchased the most goods in the last 90 days. A copy of all notifications should also be sent to the Vice President of Customer Financial Services at Seller’s National Support Center at One ABC Parkway, Beloit, WI 53511.
10. Conflicting Provisions and Order of Precedence: The terms and conditions noted in this Agreement will govern and apply to any and all purchases, whether for materials and/or services made by the Buyer from Seller or any division, affiliate and/or predecessor thereof, at any time whatsoever, whether past, present, or future. In the event the terms and conditions noted herein conflict with terms and conditions of any other existing or future agreement between Seller and Buyer, including, without limitation, any purchase orders or other documents issued by Buyer relating to any material purchases, then in each instance, the terms and conditions of Agreement noted herein shall prevail in all respects, notwithstanding any language in such other agreement or document to the contrary. Buyer hereby acknowledges that this provision is a material inducement to Seller to establish an open account business relationship with Buyer and extending any and all payment terms or credit to the Buyer.
11. Counterparts: This Credit Agreement may be executed in counterparts each of which will constitute an original and all of which taken together will constitute a single agreement. Delivery of an electronic image and/or facsimile copy of this executed Agreement or any other document or of an executed counterpart signature page to this Agreement by facsimile, email or other electronic method, or delivery of an email communication from an authorized representative of a party providing such party’s acceptance or approval of a document previously transmitted to such party by electronic means, will be binding and considered a delivery of an executed original of such document.
12. Indemnity: TO THE FULL EXTENT PERMITTED BY LAW, BUYER AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER (INCLUDING ITS AFFILIATED COMPANIES, AGENTS, OFFICERS, AND EMPLOYEES, COLLECTIVELY REFERRED TO AS THE “INDEMNITEE”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL EXPENSES, CLAIMS, DEMANDS, CAUSES OF ACTIONS, SUITS OR OTHER LITIGATION (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR ACTUAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES, AND ALL COSTS THEREOF AND ATTORNEY’S FEES) OF EVERY KIND AND CHARACTER ON ACCOUNT OF PROPERTY DAMAGE, BODILY INJURY, SICKNESS, DEATH OR OTHER LOSS (HEREIN COLLECTIVELY REFERRED TO AS THE “LOSS”) IN ANY WAY OCCURRING, INCIDENT TO, ARISING OUT OF OR IN CONNECTION WITH (1) BREACH OF THE WARRANTIES AND REPRESENTATIONS PROVIDED HEREIN; (2) ANY MISREPRESENTATIONS MADE BY BUYER HEREIN; OR (3) ANY BREACH OF OR DEFAULT UNDER THE CREDIT APPLICATION AND AGREEMENT.
13. Default: Subject to the limitations of applicable law, Seller may declare Buyer to be in default under this Agreement if Buyer: (a) fails to make any payment when due; (b) violates any part of this Agreement or any other agreement Buyer has with Seller; (c) becomes the subject of bankruptcy, receivership or other insolvency proceedings; (d) exceeds the credit limit on Buyer’s account; or (e) Seller reasonably believes itself to be insecure. Upon Buyer’s default, and subject to the limitations of applicable law, Seller has the right, in its sole discretion, to: (i) reduce Buyer’s credit limit; (ii) terminate Buyer’s account, in which case the terms of this Agreement will apply until full payment owing on Buyer’s account is received, including finance charges which will continue to accrue until the date of full payment; (iii) require immediate payment of Buyer’s entire account balance, all accrued but unpaid finance charges (if applicable), and all fees and other charges listed in this Agreement; and (iv) bring an action to collect all amounts owed.

 

EXHIBIT A

REBATE PROGRAM TERMS AND CONDITIONS

1. These terms and conditions apply to all rebate programs that American Builders & Contractors Supply Co., Inc. (“ABC”) may offer to one or more of its customers (a “Rebate Recipient”) at any time (each, a “Rebate Program”; collectively, “Rebate Programs”).
2. In order to participate in a Rebate Program, the Rebate Recipient must have on file with ABC an approved Credit Application and Agreement. Rebate Recipient further confirms Rebate Recipient’s consent to ABC’s Credit Application and Agreement, the terms and conditions of which have been read by Rebate Recipient and are incorporated by reference herein. Rebate Recipient must remain current at all times on Rebate Recipient’s credit account and must not be in breach of the Credit Application and Agreement to maintain eligibility for rebates.  Any breach or default under the Credit Application and Agreement relieves ABC from any obligation to pay any rebates under any Rebate Program, whether or not such rebates have accrued.
3. Participation in any Rebate Program is expressly conditioned upon Rebate Recipient’s acceptance of the terms and conditions herein. No terms or conditions other than those stated herein, whether contained in Rebate Recipient’s purchase order, shipping release, or elsewhere, and no written or oral agreement that purports to vary these terms and conditions shall be binding upon ABC unless hereafter set forth in a writing signed by an officer of ABC. All negotiations, proposals and representations are merged herein, and this writing constitutes the complete and exclusive statement of the terms and conditions of the Rebate Program between ABC and Rebate Recipient.
4. The Rebate Program is in lieu of local incentive plans, charge backs, credit adjustments or any similar programs or incentives. The Rebate Program will include all business units currently owned by Rebate Recipient as disclosed to ABC as of the signing of this agreement.
5. Rebate Recipient’s rights and obligations under the Rebate Program are non-transferable and any purported assignment of these rights and obligations without the prior written consent of ABC are null and void and will act to relieve ABC of any obligations under the Rebate Program. Acquisitions or transfers of business units during the calendar year may be added to the rebate program for ongoing business but will not be retroactive to the beginning of the year and are subject to the prior approval of ABC, which may be withheld in ABC’s sole and absolute discretion.
6. ABC reserves the right to discontinue, without liability, any merchandise at any time for any reason.
7. All purchases from ABC by the Recipient shall be governed by ABC’s standard Terms of Sale, found at https://www.abcsupply.com/terms-of-sale or otherwise upon request.
8. The Rebate Program shall be governed by and construed according to the domestic laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Wisconsin. The state and federal courts with jurisdiction over Rock County, Wisconsin, shall have jurisdiction over any dispute concerning this Agreement.
9. Waiver by ABC of any terms or conditions of the Rebate Program or waiver of any breach hereof shall not be construed as a waiver of any other term, condition, or breach. Determination that any provision of these terms and conditions is illegal or invalid shall not affect the validity or enforceability of the remaining provisions of these terms and conditions.
10. The parties agree that this Agreement is confidential and further agree not to disclose any Confidential Information shared pursuant to this Agreement. As used herein, “Confidential Information” means any information pertaining to the pricing or rebates given by ABC to Recipient. Notwithstanding the foregoing, the term “Confidential Information” does not include information that is or becomes available to the public through no breach of this Agreement. The parties agree that such Confidential Information shall be used solely for purchasing decisions or otherwise in furtherance of the objectives of the Agreement.  The parties shall use at least a degree of care consistent with best practices within its industry (and in no event less than a reasonable degree of care) to avoid and prevent disclosure of the Confidential Information.

APIs Terms of Service for ABC Supply Co., Inc.

Last date modified: March 21, 2024

TABLE OF CONTENTS

Section 1: Definitions
Section 2: General Provisions
Section 3: Account and Registration
Section 4: Using our APIs
Section 5: Your API Clients
Section 6: Prohibitions and Confidentiality
Section 7: Content
Section 8: Intellectual Property; Attribution
Section 9: Privacy
Section 10: Termination
Section 11: Liability for our APIs

Section 1: Definitions. The following definitions are to be used or referred to in connection with this document:

The words “ABC Supply” shall mean American Builders & Contractors Supply Co., Inc., including its wholly owned subsidiaries and divisions, known as L&W Supply Corporation, Mule-Hide Products Co., Inc., Canadian Builders & Contractors Supply ULC, Town & Country Industries, Norandex and American Construction Metals (each a “Party” collectively the “Affiliates”).

The words “we”, “our”, or “us” refers to ABC Supply, including the subsidiaries and divisions.

The word “you” refers to yourself and your end users.

The words “API Client(s)” shall mean your end users.

The word “API” shall mean application programming interface.

The word “terms” shall mean any word or expression or provision that has a precise meaning, in this document giving Parties rights and responsibilities of API.

The word “documentation” shall mean a binding agreement between the Parties, outlining the terms, conditions, rights and obligations of each Party.

The words “third party” or “third parties” shall mean a third person or organization that is less directly involved in the API activity.

The words “confidential information” shall mean any non-public, proprietary, trade secret information, of a Discloser, in any form or medium, disclosed by or otherwise made available by the Discloser to a Recipient in connection with APIs.

The words “intellectual property” shall mean trademarks, service marks, trade names, copyrights, and other forms of intellectual property such as designs, inventions, patents, patent rights, including trade secrets, know how, and all proprietary information of a Parties intellectual property.

Section 2: General Provisions.

a. Modification. You agree to comply with the Terms and that the Terms control your relationship with us. We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. We’ll post notice of modifications to the Terms within the documentation of each applicable API, to this website, and/or in the ABC Supply developers’ console. Changes will not apply retroactively and will become effective no sooner than thirty (30) days after they are posted. But changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Terms.

b. U.S. Federal Agency Entities. The APIs were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

c. General Legal Terms. We each agree to contract in the English language. If we provide a translation of the Terms, we do so for your convenience only and the English Terms will solely govern our relationship. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party’s ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and ABC Supply does not take action right away, this does not mean that ABC Supply is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and ABC Supply relating to its subject and supersede any prior or contemporaneous agreements on that subject. If there is a conflict between the Terms stated herein, and additional terms applicable to a given API, the additional terms will control, however, only for the imminent conflict. For information about how to contact ABC Supply, please visit this link: https://www.abcsupply.com/contact-us/ or email us at [email protected].

Except as set forth below: (i) the laws of Wisconsin, U.S.A., excluding Wisconsin’s conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF ROCK COUNTY, WISCONSIN, USA, AND YOU AND ABC SUPPLY CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

If you are accepting the Terms on behalf of a United States federal government entity, then the following applies instead of the paragraph above: the laws of the United States of America, excluding its conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the APIs. Solely to the extent permitted by United States Federal law: (i) the laws of the State of Wisconsin (excluding Wisconsin’s conflict of laws rules) will apply in the absence of applicable federal law; and (ii) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE APIS, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN ROCK COUNTY, WISCONSIN.

Section 3: Account and Registration.

a. Accepting the Terms. You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with ABC Supply, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.

b. Entity Level Acceptance. If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms, and by accepting the Terms, you are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).

c. Registration. In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information you give to ABC Supply will always be accurate and up to date and you’ll inform us promptly of any updates.

Section 4: Using Our APIs.

a. Your End Users. You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.

b. Compliance with Law, Third Party Rights, and Other Terms of Service. You will comply with all applicable law, regulation, and third party rights, including without limitation laws regarding the import or export of data or software, privacy, and local laws. You will not use the APIs to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with ABC Supply or its affiliates.

c. Permitted Access. You will only access (or attempt to access) an API by the means described in the documentation of that API. If ABC Supply assigns you developer credentials (e.g. client IDs), you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client’s identity when using the APIs or developer accounts.

d. API Limitations. At ABC Supply’s sole discretion, we may limit and enforce your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve). You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain ABC Supply’s written consent (and ABC Supply may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact ABC Supply for information (e.g. by using the ABC Supply developers console or emailing us here: [email protected]).

e. Open Source Software. Some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with ABC Supply for the applicable open source software.

f. Communication with ABC Supply. We may send you certain communications in connection with your use of the APIs.

g. Feedback. If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you.

h. Non-Exclusivity. The Terms are non-exclusive. You acknowledge that ABC Supply may develop products or services that may compete with the API Clients or any other products or services.

i. ABC Supply Controller-Controller Data Protection Terms. To the extent required by data protection laws applicable to the parties’ processing of personal data under these Terms, you agree to abide by all relevant laws in the processing of personal data and further agree that you will not disseminate any personal data to any third parties or move or store personal data outside North America.

Section 5: Your API Clients.

a. API Clients and Monitoring. The APIs are designed to help you enhance your websites and applications (“API Client(s)”). YOU AGREE THAT ABC SUPPLY MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE ABC SUPPLY PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include ABC Supply accessing and using your API Client, for example to identify security issues that could affect ABC Supply or its users. You will not interfere with this monitoring. ABC Supply may use any technical means to overcome such interference. ABC Supply may suspend access to the APIs by you or your API Client without notice if we reasonably believe that you are in violation of the Terms.

b. Security. You will use commercially reasonable efforts to protect user information collected by your API Client, including personal data, from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

c. Ownership. ABC Supply does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.

d. User Privacy and API Clients. You will comply with: (1) all applicable privacy laws and regulations including those applying to personal data, and (2) any reasonable standards ABC Supply has in place from time to time which governs your use of the APIs when you request access to ABC Supply user information. You will provide and adhere to a privacy policy for your API Client that clearly and accurately describes to users of your API Client what user information you collect and how you use and share such information (including for advertising) with ABC Supply and third parties.

Section 6: Prohibitions and Confidentiality.

a. API Prohibitions. When using the APIs, you may not or allow those acting on your behalf to:

Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
Perform an action with the intent of introducing into the ABC Supply environment or into any products and services provided by ABC Supply any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
Defame, abuse, harass, stalk, or threaten others.
Interfere with or disrupt the APIs or the servers or networks providing the APIs.
Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
Use the APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.
Remove, obscure, or alter any ABC Supply terms of service or any links to or notices of those terms.
ABC Supply does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”), and makes no representations that the APIs satisfy HIPAA requirements. If you are (or become) a “covered entity” or “business associate” as defined in HIPAA, you will not use the APIs for any purpose or in any manner involving transmitting protected health information to ABC Supply unless you have received prior written consent to such use from ABC Supply.

b. Confidential Matters.

Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects.
Our communications to you and our APIs may contain ABC Supply confidential information. ABC Supply confidential information includes any non-public, proprietary, trade secret information, materials, communications, and information that is marked as being “confidential information” or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without ABC Supply’s prior written consent. ABC Supply confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose ABC Supply confidential information when compelled to do so by applicable law, including an order of a court or governmental entity. However, you will immediately notify ABC Supply, in writing, and allow ABC Supply a reasonable opportunity to intercede to either contest or to otherwise limit such disclosure.
Section 7: Content of APIs.

a. Content Accessible Through our APIs. Our APIs contain some third party content (such as text, images, videos, audio, or software). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Finally, content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

b. Submission of Content. Some of our APIs allow the submission of content. ABC Supply does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Client, except as expressly provided in the Terms. For the sole purpose of enabling ABC Supply to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable ABC Supply privacy policies, you give ABC Supply a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Client. “Use” means use, host, store, modify, communicate, and publish. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.

c. Retrieval of content. When a user’s non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.

d. Data Portability. ABC Supply supports data portability. For as long as you use or store any user data that you obtained through the APIs, you agree to enable your users to export their equivalent data to other services or applications of their choice in a way that’s substantially as fast and easy as exporting such data from ABC Supply products and services, subject to applicable laws, and you agree that you will not make that data available to third parties who do not also abide by this obligation.

e. Prohibitions on Content. Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs:

Scrape, build databases (to include be not be limited to pricing comparisons), or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
Misrepresent the source or ownership; or
Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.
Section 8: Intellectual Property; Attribution.

a. Intellectual Property. “Intellectual Property” is defined as the trade names, trademarks, trade secrets, service marks, logos, copyrights, domain names, patents, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest, or ownership in or to the other party’s Intellectual Property. All use by you of ABC Supply’s Intellectual Property (including any goodwill associated therewith) will inure to the benefit of ABC Supply.

b. Attribution. You agree to display any attribution(s) required by ABC Supply as described in the documentation for the API. ABC Supply hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display ABC Supply’s Intellectual Property for the purpose of promoting or advertising that you use the APIs. You must only use the ABC Supply Intellectual Property in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. In using ABC Supply’s Intellectual Property, you are strictly prohibited to:

Imply endorsement by ABC Supply.
Use our name or the names of our Affiliates in your name.
Copy or imitate our trade names, service marks or logos.
Use our names or our Affiliates on any merchandise or in any contests.
You understand and agree that ABC Supply has the sole discretion to determine whether your attribution(s) and use of ABC Supply’s Brand Features are in accordance with the above requirements and guidelines.

c. Publicity. You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by ABC Supply without ABC Supply’s prior written approval.

d. Promotional and Marketing Use. In the course of promoting, marketing, or demonstrating the APIs you are using and the associated ABC Supply products, ABC Supply may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us all necessary rights for the above purposes.

Section 9: Privacy.

By using our APIs, ABC Supply may use submitted information in accordance with our privacy policies, found here: https://www.abcsupply.com/privacy-policy/ and https://www.abcsupply.com/privacy-notice-for-california-residents/.

Section 10: Termination.

a. Termination. You may stop using our APIs at any time, with or without notice. Further, if you choose to no longer abide by these terms, you agree to immediately cease your use of the applicable APIs. ABC Supply reserves the right to terminate these Terms or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.

b. Your Obligations Post-Termination. Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of the ABC Supply Brand Features, and delete any cached or stored content that was permitted by the cache header under Section 7. ABC Supply may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API.

c. Surviving Provisions. When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 2, 6b, 7, 10, and 11.

Section 11: Liability for our APIs.

a. WARRANTIES. EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER ABC SUPPLY NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS “AS IS”. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.

b. LIMITATION OF LIABILITY. WHEN PERMITTED BY LAW, ABC SUPPLY, AND ITS AFFILIATES, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ABC SUPPLY, AND ITS AFFILIATES, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. IN ALL CASES, ABC SUPPLY, AND ITS AFFILIATES, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

c. Indemnification. Unless prohibited by applicable law, you will defend and indemnify, and hold harmless ABC Supply, and its affiliates, directors, officers, employees, and users, against all negligent, misconduct, liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation(s) or legal proceedings of any third-party claims, to the extent arising from:

your misuse or your end user’s misuse of the APIs;
your violation or your end user’s violation of the Terms;
any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users; or
any infringement or misuse of intellectual property of ABC Supply or its Affiliates.