BUTLER SUPPLY, INC.

TERMS OF REGISTRATION

By clicking on the "I Accept" button below, you indicate that you have reviewed, and that you understand and accept, these Terms of Registration, and Butler Supply, Inc.'s ("Butler Supply")Terms and Conditions for Product Sales, and Conditions of Use ("Terms and Conditions") and that you are signing this Agreement electronically. We recommend that you print a copy of this disclosure and maintain a copy for your records.

Butler Supply requires that you select a User ID and Password during the registration process. By requesting a User ID and Password, you represent and warrant that you have authority to purchase for your own account or that you have the authority to purchase on behalf of the entity that you represent and that you are above the age of majority in your jurisdiction. Your unique User ID and Password together shall constitute your signature ("Signature"). A Signature affixed to or contained in any transmitted document shall be sufficient to prove that you originated the document and agree to be bound by the terms and conditions thereof. You shall not disclose your Signature to any unauthorized person. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide ButlerSupply.com instructions or in accessing or making any transaction regarding any agreement, acknowledgment, consent terms, disclosures or conditions constitutes your signature, acceptance and agreement as if actually signed by you in writing.

In providing your Signature and selecting the "I Accept" button you agree (if you are an authorized user for a business or other entity) to receive and/to obtain any and all ButlerSupply.com notices, periodic statements, and disclosures by electronic communications. You understand and agree that you have a right to receive any required notices, periodic statements, and disclosures in paper or electronic form as well as your right to withdraw your consent to have them delivered electronically. You may request a paper version of an electronic communication or withdraw your consent to receive such notice, statement and/or disclosure electronically at any time by contacting Butler Supply, Inc. at 965 Horan Drive, Fenton, Missouri 63026In order to access ButlerSupply.com and to receive required notices, periodic statements and disclosures electronically, you will need Internet access and a working web based email client. You agree that by selecting the "I Accept" button you have reasonably demonstrated your ability to access information in an electronic form that will be used to provide you with required notices, periodic statements and disclosures. In consideration of your use of ButlerSupply.com, you agree to be solely responsible for: (a) providing true, accurate, current, and complete information as prompted by ButlerSupply.com's registration form (the "Registration Information"), and (b) maintaining and promptly updating the Registration Information to keep it true, accurate, current and complete. By submitting such information, you agree that it will be governed by Butler Supply's Terms and Conditions. You may change or delete your Registration Information at any time by using your User ID and Password to access such information. If you provide any Registration Information that is false, inaccurate, out of date, or incomplete, or Butler Supply has reasonable grounds to suspect that such information is false, inaccurate, out of date, or incomplete, Butler Supply may suspend or terminate your User ID and your account or the account of your purchasing principal, as applicable, and refuse any and all current or future use of ButlerSupply.com (or any portion thereof).

You are responsible for ensuring the confidentiality and security of your Signature. Butler Supply is not liable for any unauthorized use of ButlerSupply.com. You agree to immediately notify Butler Supply of any unauthorized use of your User ID or Password or any other breach of the security of ButlerSupply.com of which you become aware. You shall remain liable for: (i) all confidential or proprietary information disclosed as a result of any failure to provide any notice required hereby; and (ii) if applicable, all orders submitted before Butler Supply is so notified and has a reasonable opportunity to act upon such notice. Butler Supply may, without notice, choose to block your access to ButlerSupply.com if Butler Supply has reason to believe that your User ID or Password are being used by unauthorized persons, or that unauthorized access to Registration Information has occurred or may occur, or for other reasons deemed appropriate by Butler Supply in its sole discretion.

You are prohibited from violating or attempting to violate the security of the ButlerSupply.com website; using any device, software, or routine to interfere or attempt to interfere with the proper working of the ButlerSupply.com site; or using or attempting to use any engine, software, tool, agent or other device or mechanism (except the search mechanisms provided by ButlerSupply.com or other third party web browsers) to navigate or search the ButlerSupply.com site.

These Terms of Registration are entered into by and between Butler Supply, and you, and the entity on whose behalf you are authorized to purchase, if applicable. Butler Supply reserves the right in its sole discretion to amend these Terms by updating this page.

TERMS AND CONDITIONS FOR PRODUCT SALES

General Terms. These Terms and Conditions for Product Sales (these "Terms and Conditions", and together with any purchase order attached hereto or otherwise incorporating these Terms and Conditions, the "Agreement") are between you ("Buyer") and Butler Supply, Inc. ("Seller,") and along with Seller's Terms of Registration, Conditions of Use, other written specifications, quotations, or supplemental terms that may have been provided by the Seller to Buyer, will control the sale of all goods and services (the "Products") by Seller to Buyer and constitute a binding contract between Buyer and Seller. These Terms and Conditions apply whether the sale occurs due to verbal or paper-based orders or any form of electronic commerce and represent the entire agreement between Buyer and Seller for that purpose. Unless otherwise agreed to in writing by the Seller, ordering Products on ButlerSupply.com will constitute Buyer's acceptance of these Terms and Conditions. No addition or modification to these Terms and Conditions will be binding on the Seller unless the Seller agrees in writing. Seller objects to any term or condition that may be proposed by Buyer or that may appear on or is referenced in Buyer's purchase order, requisition or payment remittance that is in addition to or otherwise inconsistent with these Terms and Conditions. These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on the ButlerSupply.com at the time Buyer places an order will govern the order in question, unless otherwise agreed in writing by Buyer and Seller.

Payment Terms.

Unless otherwise agreed to in writing by Seller, all amounts payable to Seller are due no later than thirty (30) days after invoice from Seller. Any amount payable by the Buyer under the Agreement not paid when due will bear interest, payable on demand until such past-due amount is paid in full at the lower of the rate of eighteen percent (18.00%) per annum or the highest interest rate permitted by law. Any sales, revenue, excise or other taxes imposed or increased by any present or future law on the sale of the Products shall be for the account of the Buyer, unless the Buyer furnishes Seller with tax exemption certificates in a form acceptable to the relevant taxing authorities in lieu of payment of such taxes. If after being advised by the Buyer that the purchase is tax exempt, the relevant taxing authority denies the tax exemption status, the Buyer agrees to pay Seller all applicable taxes and penalties suffered by Seller. Buyer agrees to pay all fees, costs and expenses incurred by Seller in collecting amounts overdue, including but not limited to reasonable attorney's fees and expenses.

Title; Delivery Terms. Delivery terms are Ex Works Seller's facility (or supplier's facility in the event of a direct factory shipment) or as otherwise agreed to as stated on Seller's order acknowledgment. In all cases, title transfers to Buyer upon the earlier of Seller's delivery to the Buyer or receipt by the first carrier for transport to the Buyer, except that title to all intellectual property rights associated with the Products remains with the Seller's suppliers or Product Licensors. Seller retains a security interest in the Products until payment in full is received. Seller's acknowledged shipping dates are approximate only, based on prompt receipt of all necessary information from the Buyer, and Seller disclaims all liability for late delivery; unless otherwise agreed to in writing by the Seller. Where prepaid or special shipping is requested by the Buyer or is required for shipment of oversized products, the Buyer will be billed for said shipping as a separate invoice. The Seller is not responsible for errors in calculation of shipping charges as they are based off weight, and some exceptions will occur.

Warranty and Intellectual Property Disclaimer. Buyer acknowledges that the Seller is an independent contractor, purchasing and reselling the Products for Seller's own account, is not the manufacturer of the Products, and is not an agent of any product manufacturer or service provider. Buyer acknowledges that the Seller is not an agent of, and is not authorized to commit or bind, any product manufacturer or third-party service provider in any way, nor is any product manufacturer or service provider authorized to commit or bind Seller in any way. Seller is not a general contractor regarding the sale of third-party branded services, and acts solely in the capacity of a permitted reseller of those services. SELLER MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATIVE TO ANY PRODUCTS, GOODS OR SERVICES SOLD BY THE SELLER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NONINFRINGEMENT. The only warranty available to the Buyer will be that as may be extended directly by the original Product manufacturer or service provider, if any (copies of any such warranties are available upon request). Seller assumes no post-sale technical support or warranty repair obligations; however, at Seller's discretion, Seller may assist Buyer in processing warranty claims. Seller assumes no responsibility for any information, specification, claim, warranty or representation made or provided by the original manufacturer or service provider. Such information, to the extent provided by or secured from the Seller, is solely for Buyer's convenience, and Buyer must make its own determination as to the accuracy and completeness of that information and Seller assumes no responsibility for any information, specification, claim, warranty or representation made or provided by the original manufacturer or service provider. Such information, to the extent provided by or secured from the Seller, is solely for Buyer's convenience, and Buyer must make its own determination as to the accuracy and completeness of that information. Disclaimer and Limitation of Liability. THIS SITE IS PROVIDED BY SELLER ON AN "AS IS" AND "AS AVAILABLE" BASIS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SELLER'S WEBSITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SELLER'S WEBSITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BUYER OR SELLER WILL BE LIABLE TO THE OTHER FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. SELLER'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES FOR WHICH THE SELLER IS FOUND RESPONSIBLE, WHETHER OR NOT INSURED, INCLUDING OBLIGATIONS UNDER INDEMNITY, WILL NOT EXCEED SELLER'S SELLING PRICE TO BUYER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY. SELLER DISCLAIMS ALL LIABILITY FOR INFORMATION OR ASSISTANCE GRATUITOUSLY PROVIDED BY, BUT NOT CONTRACTUALLY REQUIRED OF THE SELLER. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION BETWEEN BUYER AND SELLER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF SELLER'S EMPLOYEES, REPRESENTATIVES AND SUPPLIERS AS THIRD-PARTY BENEFICIARIES. EACH PROVISION BETWEEN BUYER AND SELLER THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION, OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.

Pricing; Availability Disclaimer.

Prices and other information shown in any of Seller's catalogs and brochures (including those of Seller's suppliers) are subject to change without notice and to confirmation by specific quotation, and are subject to change before or after the sale. Those publications are not offers to sell and are maintained only as a source of general information Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. Seller makes all reasonable efforts to accurately display the attributes of the Products, including the applicable colors; however, the actual color Buyer sees will depend on Buyer's mobile device, computer system, monitor, and/or other display and Seller cannot guarantee that colors will be accurately displayed. It is Buyer's responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any Product purchased from Seller. By placing an order, Buyer represents that the Products ordered will be used only in a lawful manner. All orders are subject to product availability. Therefore, Seller cannot guarantee that it will be able to fulfill Buyer's orders. Some items need makeup time allowed before shipping.

Licensed Software and Firmware. Software or firmware Products may be subject to Buyer's acceptance of separate license agreements, with no rights to use, sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware except as may be expressly permitted by those license agreements.

Changes and Substitutions. Buyer's requested changes, including those affecting the identity, scope and delivery of the Products to be purchased, must be documented in writing and are subject to Seller's (and Seller's suppliers') prior approval and adjustments in price and delivery scheduling may result.

Return Policy. All claims for shortages or errors must be made immediately upon discovery of such claim, must be in writing, and must specify with particularity the nonconformity. Returns require prior written authorization from Seller, and no credit will be allowed for goods returned without prior written authorization from Seller. A restocking fee may be assessed on all returned stock material. Special orders are non- returnable and non-refundable.

Order Cancellation. Cancellation by Buyer prior to shipment is permitted only by written notice and may be subject to reasonable cancellation and restocking charges. Cancellation charges associated with orders for custom Products may be subject to additional charges, not to exceed the selling price of said custom Products. Either party may cancel any order for cause upon issuing the other party written notice of such intent, in such cases that party will have thirty (30) days to rectify the cause, or be liable for associated costs incurred by the order cancellation. Cancellation shall not be available for any special order items that are not returnable or cannot be cancelled by Seller.

Force Majeure. Seller will not be liable for any loss, damage, or delay (other than for a failure to pay any amounts due) arising out of Seller's failure to perform due to causes beyond Seller's reasonable control, including without limitation, acts of God, acts of omissions not under their direct control, acts of civil or military authority, fire, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargos.

Conditions of Use of ButlerSupply.com. The ButlerSupply.com design and all text, graphics, information, content, software, and other material displayed on or that can be downloaded from ButlerSupply.com are either property of, or used with permission by, Butler Supply, Inc. and are protected by copyright, trademark and other laws and may not be used except as permitted in these Terms and Conditions or with the prior written permission of the owner of such material. Buyer may not modify the information or materials located on ButlerSupply.com in any way or reproduce or publicly display, perform, or distribute or otherwise use nay such materials for any public or commercial purpose. Any unauthorized use of any such information or materials may violate copyright laws, trademark laws, laws of privacy and publicity, and other laws and regulations.

Trademarks. Certain trademarks, trade names, service marks and logos used or displayed on ButlerSupply.com are registered and unregistered trademarks, trade names and service marks of Seller. Other trademarks, trade names and service marks used or displayed on ButlerSupply.com are the registered and unregistered trademarks, trade names and service marks of third parties. Nothing contained on ButlerSupply.com grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on ButlerSupply.com without the written permission of Seller or such third party owner as applicable.

Linking to ButlerSupply.com. Creating or maintaining any link from another website, application, or online or digital site or service to ButlerSupply.com without Seller's prior written permission is prohibited. Running or displaying ButlerSupply.com or any other material displayed on ButlerSupply.com in frames or through similar means on another website, application, or online or digital site or service without prior written permission is prohibited. Any permitted links to ButlerSupply.com must comply with all applicable laws, rule and regulations.

Third Party Links. From time to time, ButlerSupply.com may contain links to websites, applications, or online or digital sites or services that are not owned, operated or controlled by Seller. All such links are provided solely as a convenience to Buyer. If Buyer uses these links, Buyer will leave ButlerSupply.com. Seller is not responsible for any content, materials or other information located on or accessible from any other website, application, or online or digital site or service. Seller does not endorse, guarantee, or make any representations or warranties regarding any other website, application, or online or digital site or service, or any content, materials or other information located or accessible from such websites, applications, or online or digital sites or services, or the results that Buyer may obtain from using such websites, applications, or online or digital sites or services. If Buyer decides to access any other website, application, or online or digital site or service linked to or from ButlerSupply.com, Buyer does so entirely at Buyer's own risk.

Inappropriate Material. Buyer is prohibited from posting or transmitting any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that Seller may have at law or in equity, if Seller reasonably determines that Buyer has violated or is likely to violate the foregoing prohibitions, Seller may take any action it reasonably deems necessary to cure or prevent the violation, including without limitation, the immediate removal from ButlerSupply.com of the related materials. Butler Supply will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing Butler Supply to disclose the identity of anyone posting such materials.

User Information. Other than personally identifiable information, any material, information, suggestions, ideas, concepts, know-how, techniques, questions, comments or other communications Buyer transmits, uploads, or posts to or through ButlerSupply.com in any manner ("User Communications") are and will be considered non-confidential and non-proprietary. Seller, its affiliates, and/or their designees may use any or all User Communications for any purpose whatsoever, including, without limitation, reproduction, transmission, disclosure, publication, broadcast, development, manufacturing and/or marketing in any manner whatsoever for any or all commercial or non-commercial purposes. Seller may, but is not obligated to, monitor or review any User Communications. Seller will have no liability related to the content of any such User Communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Seller retains the right to remove any or all User Communications that includes any material Seller deems inappropriate or unacceptable.

Digital Millennium Copyright Act Notice Policy. ButlerSupply.com respects the intellectual property rights of others, asks Buyer to do the same. It is Seller's policy to terminate the access privileges of those who repeatedly infringe the copyrights of others. If Buyer believes that Buyer's work has been posted on ButlerSupply.com in a way that constitutes copyright infringement, please contact Seller at the address below and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that Seller claims has been infringed, and identification of the URL or other specific location on the site where the material that Buyer claims is infringing is located; (3) Buyer's address, telephone number, and email address; (4) a statement by Buyer that Buyer has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by Buyer, made under penalty of perjury, that the above information in your notice is accurate and that Buyer is the copyright owner or authorized to act on the copyright owner's behalf. Butler Supply's designated agent for notice of copyright infringement is: Joseph Blanner, McCarthy, Leonard & Kaemmerer, L.C., 825 Maryville Centre Drive, Suite 300, Town & Country, Missouri 63017-5946 (314) 392-5221 (facsimile).

Disputes. Buyer and Seller will attempt in good faith to promptly resolve any dispute between them by negotiations between company representatives who have authority to settle the dispute. If unsuccessful. Buyer and Seller will then attempt in good faith to settle the dispute by non-binding third-party mediation, with mediator fees and expenses shared equally between the Buyer and Seller. Any dispute not resolved by negotiation or mediation then may be submitted to a court of competent jurisdiction in accordance with these Terms and Conditions. Buyer and Seller agree that this is the exclusive procedure for the resolution of all disputes between us. Governing Law; Jurisdiction; No Jury Trial. All disputes arising under this Agreement between Seller and Buyer will be governed by and construed in accordance with the laws of the State of Missouri without regard to conflicts of laws rules. Buyer agrees that any suit, action or other legal proceeding arising out of or related to the sale of Products by Seller to Buyer shall be brought exclusively in St. Louis County, Missouri, consents to the jurisdiction of each such court in any such suit, action or other legal proceeding and waives any objection which Buyer may have to the venue of any suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. BUYER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. IN THE EVENT THAT THE PARTIES MUST LITIGATE ANY PROVISION OF THIS AGREEMENT, BUYER WAIVES THE RIGHT TO A JURY TRIAL.

Technical Requirements: To use this online process and to access and retain electronic records, you will need Microsoft Internet Explorer 8 or higher or an equal equivalent. You must also have access to printer and/or the ability to download information in order to keep copies of the electronic agreements and disclosures for your records.