TERMS & CONDITIONS OF SALE GENERAL The terms and conditions of this document shall constitute the entire Agreement for the purchase and sale of the products to Purchaser. Acceptance made expressly conditional upon Purchaser’s assent to these terms, which may differ from, vary or be in addition to the terms in Purchaser’s purchase order or request for quotation. Any varying, differing or additional terms and conditions contained in the Purchaser’s purchase order or request for quotation shall not be binding upon Hillman. DISCOUNT TERMS A 1% cash discount is allowed for invoices paid within 10 days of invoice date or net payment due within 30 days. Any new orders or back-orders will be held without shipment if there are unpaid invoices in excess of 45 days, or if authorized credit limit is exceeded. PRICES Prices are subject to change without advance notice. All items will be invoiced at the catalog price less the applicable discounts. Prices apply for full box quantities only. Partial boxes will be invoiced at full retail price. Only certain products will be available for partial box sales QUOTATIONS Written price quotations remain in effect for thirty days from time of quotation unless otherwise stated in writing. MINIMUM ORDER Minimum order is $25, based on Hillman current Net Purchaser Prices. Orders of less than $25 will be processed with a $25 Net Invoice. BACK ORDERS All orders will be accepted on a ship and cancel basis, unless otherwise requested. Displays, assortments and special items WILL be back-ordered unless otherwise stated. FREIGHT The routing of ALL shipments shall be entirely within the discretion of Hillman. Special shipping requests – airfreight – bus shipments – special dispatch – drop shipments, etc. – will be sent freight collect and will be F.O.B. shipping point. Long length rods, angles, flats, etc. will be shipped F.O.B. shipping point on shipments of 300 lbs. or less. Orders less than $250.00 will be charged freight. Handling charges will be as follows: Orders less than $250.00 are subject to a $1.00 handling charge. Orders over $250.00 are subject to a $4.00 handling charge. As economic circumstances dictate, a fuel surcharge may be assessed in addition to freight and handling on all orders. Freight terms are subject to change without prior notice. Free Shipping on All Qualifying Orders Over $250 – Free Shipping is based on the Purchaser’s order total after all applicable discounts have been applied. If an order total does not meet the required amount after calculation, shipping will be charged at the standard rate of the shipping method used. The method of shipment used is entirely within the discretion of Hillman to change with no notification to the Purchaser. Hillman has full discretion at any moment to restrict Free Shipping regardless of Purchaser’s order total after calculation. SPECIAL ORDERS AND ORDERS FOR NON-STOCKING PRODUCT Special orders are non-cancelable, non-returnable and must be ordered via a purchase order from the Purchaser. All special orders will be shipped in accordance with quoted lead times and at industry standard ±10% of the order quantity. Purchaser is liable for the entire order quantity CLAIMS AND DAMAGES All damages and shortages must be reported to us within five days after receipt of merchandise. If goods are damaged in transit or shortages received, notification should be made directly with carriers. Before reporting shortages, please check to make sure packing slip indicates shorted items have been shown as being shipped. RETURNS Materials returned for credit or exchange will be accepted only under the following conditions: Materials must be current, cataloged, and must have been purchased within the 6 months immediately preceding the return of such materials. Specials and discontinued products, defined at the sole discretion of Hillman, cannot be returned. Prior to returning any product to Hillman, approval and a return authorization number must be obtained. Freight carrier and routing must also be approved by Hillman. Materials received by Hillman without prior approval and authorization number will be returned, freight collect, to the Purchaser. R.A. # must be printed on outer carton. All returns should be shipped freight prepaid. If Hillman determines the product to be defective, Purchaser’s account will be credited, including the appropriate freight charges. Returning materials for credit or exchange are subject to a minimum restocking charge of 20%, plus any freight expenses originally incurred by Hillman in the delivery of said materials. The restock charge may be calculated at the sole discretion of Hillman. All returns must be in saleable condition. LIMITATIONS AND LIABILITY All goods returned to and accepted by Hillman as defective or incorrect shall be replaced or credited in full. No claim made hereunder by the Purchaser, whether as to goods delivered or for non-delivery, shall be greater than the purchase price of the goods in respect of which such claim is made. PURCHASER WAIVES ANY CLAIM AGAINST HILLMAN FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND BUSINESS INTERRUPTION, WHICH MAY RESULT FROM YOUR PURCHASE AND/OR USE OF THE PRODUCTS. HILLMAN MAKES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY AND NO OTHER WARRANTY, ORAL OR WRITTEN, EXPRESSED OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH HEREIN. Purchaser agrees to indemnify and hold Hillman harmless from all claims, demands, and costs, including reasonable attorneys’ fees, made by third parties against Hillman relating to Purchaser’s use of the products, and to pay any costs and expenses incurred by Hillman to enforce Purchaser’s obligations, including, without limitation, the costs of collection for any unpaid amounts owed to Hillman by Purchaser. COSTS Any and all costs resulting from, or incurred in connection with the collection of any monies due from the Purchaser, including court costs, appellate court costs, and Hillman’s reasonable attorney’s fees will be the responsibility of the Purchaser. ELECTRONIC DATA INTERCHANGE If Hillman and Purchaser have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, Purchaser 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. Hillman and Purchaser will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security procedures to protect EDI records from improper access. The business records maintained by Hillman regarding EDI purchases made by Purchaser shall be controlling. TAXES All applicable federal, state or local sales, use, occupational or excise taxes are the responsibility of the Purchaser and shall be in addition to the price or prices stated. Hillman shall have the right to invoice separately any such tax as may be imposed at a later time. Applicable tax exemption certificates must accompany any order to which the same applies. CONFIDENTIALITY Purchaser will hold any information concerning Hillman’s business, or any other information about Hillman, in absolute and strict confidence. APPLICABLE LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its choice of law provisions, and the sole jurisdiction and venue for any litigation arising with regard to this Agreement shall be an appropriate federal or state court located in Hamilton County, Ohio. SEVERABILITY If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. HILLMAN RESELLER POLICY This Hillman Reseller Policy (“Policy”) applies to all resellers of Hillman products. This Policy is effective immediately. By purchasing products from Hillman for retail sale, you (“Reseller”) agree to adhere to the following terms and conditions. Manner of Sale. Reseller is authorized to offer products purchased from Hillman for retail sale in accordance with the terms herein. Sales in violation of the terms of this Policy are strictly prohibited and may result in Hillman’s immediate revocation of Reseller’s status as Reseller, in addition to other legal remedies. Hillman products sold to unauthorized persons or through unauthorized channels, including unauthorized Internet sites, shall not be eligible for certain Hillman promotions, services, and/or benefits, including, unless prohibited by law, coverage under any Hillman product guarantees. End Users. Reseller shall sell Hillman products solely to end users of the products. Reseller shall not sell to anyone a quantity of Hillman products greater than that generally purchased by an individual for personal use. No Foreign Transactions. Reseller shall not sell, ship, invoice, or promote Hillman products outside the United States without obtaining Hillman’s prior written consent. No Resale Transfers. Reseller shall not sell or transfer any Hillman products to any person or entity for re-sale without Hillman’s prior written consent. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other resellers, or any other person or entity Reseller knows or should have reason to know intends to re-sell Hillman products. Online Limitations. Reseller shall not market or offer for sale Hillman products on any website or fulfill Reseller’s sales of Hillman products through any website without Hillman’s prior written consent. No Hillman employee or agent may authorize online sales through oral statements or by any other means. Selling on or through third-party marketplace sites (e.g., eBay, Amazon, Walmart Marketplace, Sears Marketplace), drop-ship accounts (e.g., Rakuten.com, Newegg.com, Overstock.com, Jet.com), classified sites (e.g., Craigslist.com, Facebook Marketplace), or by any social media or Internet forum is strictly prohibited. Retail Locations. Qualifying retail locations can only be one of the following: Reseller’s physical brick and mortar store(s), Reseller’s commerce-enabled website(s) tied to Reseller’s physical brick and mortar store(s), or any temporary storefronts (events, trade shows, pop up stores, etc.) managed solely by Reseller. No Other Sources. Reseller shall not buy Hillman products from other resellers or from other sources other than Hillman. Hillman Audit. Reseller shall provide sell-through information by SKU and approved retail location upon Hillman’s request. Hillman reserves the right to perform an audit of all financial statements of Reseller pertaining to Hillman’s products sales or the business operations (conduct) to ensure compliance with this Policy. Use of Hillman’s Intellectual Property. Hillman owns all proprietary rights in and to Hillman’s brands, names, logos, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property (collectively, “IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use Hillman’s IP solely for purposes of marketing and selling Hillman products as set forth herein, and this license shall cease immediately upon termination of Reseller’s status as a Reseller. Hillman may review, approve, and/or reject, in its sole discretion, Reseller’s use of Hillman’s IP at any time. All goodwill arising from Reseller’s use of Hillman’s IP shall inure solely to the benefit of Hillman. No Bundling of Hillman Products without Obtaining Permission. Reseller shall not re-SKU or bundle or re-bundle Hillman products in Reseller assortments and data feeds without receiving Hillman’s prior written consent. Customer Confusion. Reseller will not advertise, market, display, or demonstrate non-Hillman products together with Hillman products in a manner that would create the impression that the non-Hillman products are made by, endorsed by, or associated with Hillman. Packaging. Reseller shall sell Hillman products in their original packaging, with all seals intact. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations to Hillman products or their packaging is prohibited. Reseller is prohibited from tampering with, defacing, or otherwise altering serial numbers, UPC codes, lot or batch codes, or other identifying information on Hillman products or packaging. Removing, translating, or modifying the contents of any label or literature on or accompanying Hillman products is also prohibited. Termination. If Reseller violates any term of this Policy, Hillman reserves the right to terminate Reseller’s status as a Reseller in addition to all other available legal remedies. Upon termination of Reseller’s status, Reseller shall immediately cease (i) selling Hillman products, (ii) representing itself as a Reseller of Hillman products, and (iii) using anything that may give the impression that Reseller is a Reseller of Hillman products or has any affiliation whatsoever with Hillman. Availability of Injunctive Relief. If there is a breach or threatened breach of this Policy, it is agreed and understood that Hillman shall have no adequate remedy in money or other damages and, accordingly, shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Policy of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Policy. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Hillman to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision or otherwise limit Hillman’s right to fully enforce any or all provisions and parts thereof. WARRANTY DISCLAIMER. HILLMAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. HILLMAN SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. Modification. Hillman reserves the right to update, amend, or modify this Policy at any time. DON’T FORGET THE NUTS AND BOLTS. We only send useful content to your inbox—like important updates and offers. 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