PRIVACY POLICY FOR ACE ENERGY SUPPLY

SALES POLICY

Wholesale Only.

Identification is required from all customers.  Possession of our wholesale catalog does not constitute the right to purchase from Ace Energy Supply (“ACE”).

Prices.

All prices offered are net wholesale prices with trade discounts already deducted.  Market Sensitive Commodity items will be priced according to current market conditions.

Sales Tax.

ACE is required to charge applicable state and local tax on every item for which sales tax exemption certification has not been provided.  When ordering, please indicate clearly which items are tax exempt.

Payment Terms.

For customers with established credit, terms are net thirty (30) days from date of shipment.  At ACE’s option, export orders may be subject to special export payment terms and conditions.  If credit is not established, please include payment with order or purchase through Visa, MasterCard, or American Express.  Cash or anticipation discounts are not allowed.  All payments must be in U.S. dollars.  ACE shall have the right of set-off and deduction for any sums owed.  If a customer fails to make payment within thirty (30) days, ACE may defer shipments until such payment is made, or may, at its option, cancel all or any part of an unshipped order.

Credit Balance.

Customer agrees that any credit balances issued will be applied within one (1) year of its issuance.  IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY CREDIT BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND ACE SHALL HAVE NO FURTHER LIABILITY.

FREIGHT POLICY

Shipping Charges.

Unless otherwise stated, freight and shipping fees will be charged for shipments to a customer's place of business anywhere in the contiguous United States, using a carrier of our choice.  Other terms apply to Alaska, Hawaii, Puerto Rico, and export orders.  Any extra charges incurred for additional services, such as customer's carrier or special handling by the carrier, must be paid by the consignee.  Items backordered from an order qualifying for prepaid shipping charges will be shipped prepaid.  Title and risk of loss pass to the customer upon tender of shipment to the carrier.  If a product is damaged in transit, consignee must file a claim with the carrier.

  ACE LIMITED WARRANTY

LIMITED WARRANTY.  ALL PRODUCTS SOLD ARE WARRANTED BY ACE ONLY TO CUSTOMERS FOR RESALE OR FOR USE IN BUSINESS OR ORIGINAL EQUIPMENT MANUFACTURE, AGAINST DEFECTS IN WORKMANSHIP OR MATERIALS UNDER NORMAL USE FOR ONE YEAR AFTER DATE OF PURCHASE FROM ACE UNLESS OTHERWISE STATED.  ANY PART WHICH IS DETERMINED BY ACE TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP AND RETURNED TO AN ACE BRANCH OR AUTHORIZED SERVICE LOCATION, AS ACE DESIGNATES, SHIPPING COSTS PREPAID, WILL BE, AS THE EXCLUSIVE REMEDY, REPAIRED OR REPLACED AT ACE'S OPTION.  WARRANTY DISCLAIMER, NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE IS MADE OR AUTHORIZED BY ACE.  ACE DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION OR MISAPPLICATION, AND ANY DESCRIPTION DOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY.  ANY LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXPRESSLY DISCLAIMED. ACE'S LIABILITY IN ALL EVENTS IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID.

Prompt Disposition.

ACE will make a good faith effort to promptly correct or make other adjustments with respect to any product, which proves to be defective within the warranty period.  Before returning any product, write or call the ACE branch from which the product was purchased, giving the date and the number of the original invoice, and describing the defect.

Product Suitability.

Many states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring areas.  While ACE attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used.  Before purchase and use of a product, please review the product application, and national and local codes and regulations, to be sure that the product, installation, and use will comply with them.

No Warranties to Consumers.

ACE makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act.

OSHA Hazardous Substance & California Proposition 65 Product

Information.

Material Safety Data Sheets (MSDS) for OSHA defined hazardous substances and a list of products known by the state of California to cause cancer or reproductive harm are available at your local ACE branch, or by contacting ACE, 16475 Dallas Parkway, Suite 780, Addison, Texas 75001 U.S.A. The information and recommendations contained on the MSDS supplied by the manufacturer is considered to be accurate and reliable.  ACE, however, makes no warranty with respect to the accuracy of the information or the suitability of the recommendations.  ACE disclaims any and all liability to any user.

Year 2000 Warranty Pass-Through.

ACE’s suppliers may extend to ACE certain Year 2000 warranty (s) and ACE, to the fullest extent permitted, hereby passes through to its customer such Equipment and/or Software manufacturer’s Year 2000 warranty(s) provided to ACE by it's suppliers of Equipment and/or Software.  ACE is extending to its customer all warranty(s) provided to it and cannot represent or warrant that products, which are not manufactured by it, will be Year 2000 compliant.  This warranty passthrough will not replace, modify, or supercede the original Equipment warranty(s) provided by the manufacturers to ACE and its customer.  In addition, this warranty pass-through will not replace, modify, or supercede the Limited Warranty provided by ACE to its customer.

ADDITIONAL TERMS

Force Majeure.

ACE shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, labor disruptions, shortages, inability to procure product, supplies or raw materials, severe weather conditions, or any other circumstances or cause beyond the control of ACE in the conduct of its business.

Cancellation.

Any cancellation must be approved by ACE, and may be subject to restocking and other charges.

Assignment.

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

ELECTRONIC DATA INTERCHANGE.

If ACE and customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, customer agrees: that it will not contest (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form.  ACE and customer 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 ACE regarding EDI purchases made by customer shall be controlling.

Modification of Terms.

ACE’s acceptance of any order is subject to the customer's assent to all of the terms and conditions set forth in ACE’s acknowledgment, and customer’s assent to these terms and conditions shall be presumed from customer’s receipt of ACE's acknowledgment, or from customer’s acceptance of all or any part of the goods or services ordered.  No addition or modification of terms and conditions shall be binding upon ACE unless agreed to by ACE in writing.  If a purchase order or other correspondence contains terms or conditions contrary to the terms and conditions contained in ACE's acknowledgment, ACE's acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that constitute a waiver by ACE of any of the terms and conditions contained in ACE's acknowledgment.

Complete Agreement.

The terms and conditions in ACE’s forms, acknowledgments, quotations, invoices, websites, and catalog sales terms and conditions are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and ACE.

Materials of Trade.

Customer represents that if it is purchasing goods as its "materials of trade" as defined in the Hazardous Materials Regulations in Title 49 of the Code of Federal Regulations, that the goods will be used in direct support of its business, which is not transportation, and that such goods shall not be resold or transported in a vehicle other than one owned by itself.

Waiver, Choice of Law and Venue.

The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.  All transactions shall be governed by the laws of the State of Texas excluding conflict of law rules, and venue shall be in Dallas County, State of Texas.

No Third Party Benefit.

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

EXPORT POLICY

EXPORT SALES, FREIGHT, AND WARRANTY TERMS AND CONDITIONS

Order Acceptance.  Purchaser acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by ACE Energy Supply or its United States subsidiaries (ACE) in a continental United States facility.  Purchaser further consents that submission of its order shall subject Purchaser to the jurisdiction of the courts of the United States and the state of acceptance.

Prices Herein.  Prices are net wholesale prices and are subject to change without notice.  Market sensitive commodity type products such as some tools and seasonal items, refrigerant, and certain chemicals are priced according to current market conditions.  No discounts of the wholesale price will apply to these products.

Sales Tax. ACE is required to charge applicable national, state, and local tax on all purchased items for which a U.S. customer sales tax exemption certificate is not on file.  When ordering, please indicate clearly which items are tax exempt.

Payment Terms.  Unless otherwise agreed, all export sales are made on the condition that Purchaser make payment by cash in advance at the time of order, that Purchaser open an irrevocable letter of credit in favor of ACE prior to shipment payable by sight draft drawn against such letter of credit, or that Purchaser establish satisfactory credit with ACE prior to shipment.  For Purchasers with established credit, terms are net forty-five (45) days from date of shipment.  At ACE's option, certain export orders may be subject to special export payment terms and quotations.  Cash or anticipation discounts are not allowed.  All payments must be in U.S. dollars, and ACE shall have the right of set-off and deduction for all sums owed.  If an open account customer fails to make full payment within forty-five (45) days from date of shipment, ACE may defer shipment of other orders, or cancel all or any part of any unshipped order until such payment is made.

Credit Balance.  Purchaser agrees that any credit balances issued will be applied within one (1) year of its issuance.  If not applied or requested within one (1) year, any credit balance remaining will be subject to cancellation and ACE shall have no further liability.

Freight Policy.  Unless varied herein, shipping terms are FCA (as defined by International Chamber of Commerce Terms in effect at the time of order acceptance) closest U.S. airport or port of exit from ACE shipping warehouse, except Alaska, Hawaii and Puerto Rico, using local shipping point and routing of ACE's choice.  Freight is prepaid to such airport or port of exit, except Alaska, Hawaii and Puerto Rico, on orders for single shipment of $1,500 or more of merchandise (before tax and freight).  Other shipments are freight collect from any ACE branch.  Purchaser shall be responsible for obtaining insurance.  At ACE's option, freight policy for certain export orders may be subject to special terms and conditions.  If any item is backordered on an order qualifying for freight payment, that item will be shipped prepaid as Buyer's exclusive remedy.  Title and risk of loss shall pass to Purchaser on delivery to the international carrier in the United States provided that if payment has not been made at the time of shipment ACE shall retain title (but not risk of loss) until payment has been made.  If a product is damaged in transit, Purchaser must file a claim exclusively with the appropriate airline, carrier, vessel and/or insurance company.

ACE LIMITED WARRANTY.  ALL PRODUCTS ARE WARRANTED BY ACE ONLY TO PURCHASERS FOR RESALE OR FOR USE IN BUSINESS OR ORIGINAL EQUIPMENT MANUFACTURE AGAINST DEFECTS IN WORKMANSHIP OR MATERIALS UNDER NORMAL USE FOR ONE (1) YEAR AFTER DATE OF PURCHASE FROM ACE, UNLESS OTHERWISE STATED.  ANY PART WHICH IS DETERMINED BY ACE TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP AND RETURNED TO A ACE BRANCH OR AUTHORIZED SERVICE LOCATION AS ACE DESIGNATES, SHIPPING COSTS PREPAID, WILL BE, AS THE EXCLUSIVE REMEDY, REPAIRED OR REPLACED, AT ACE’S OPTION.

WARRANTY DISCLAIMER, NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE IS MADE OR AUTHORIZED BY ACE. ACE DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, INSTALLATION, OR MISAPPLICATION. ANY DESCRIPTION DOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.  ACE MAKES NO WARRANTY AGAINST PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT.

LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXPRESSLY DISCLAIMED. ACE’S LIABILITY IN ALL EVENTS IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID.

Prompt Disposition.   ACE will make a good faith effort to promptly correct, or make other adjustments with respect to any product which proves to be defective within the warranty period.  Before returning any product, Purchaser agrees to write or call the ACE branch or origin giving the date and the number of the original invoice and describing the defect.

Product Suitability.  Many countries and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from location to location.  While ACE attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used.  Before purchase and use of a product, Purchaser should review the product application and applicable codes and regulations to be sure that the product, installation, and use will comply with them.

No Warranties to Consumers.  ACE makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act and Purchaser acknowledges that export sales are not covered by the Act.

Force Majeure.  ACE shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, severe weather conditions, labor disruptions, governmental decrees or controls, insurrections, war risks, shortages, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, or any other circumstances or causes beyond the control of ACE in the conduct of its business.

Purchase Order Cancellation.  Any purchase order cancellation must be approved by ACE and may be subject to restocking and other charges.

SECURITY INTEREST.  On any open account sale, Purchaser hereby grants to ACE a priority lien, purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to ACE.  Purchaser agrees to file any financing statements or other appropriate documents with its governmental authorities to assure the validity, priority, and enforceability of the lien.  Purchaser agrees to inform ACE immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.

ASSIGNMENT. Purchaser shall not assign any order or any interest therein without the written consent of ACE.  Any actual or attempted assignment without ACE's consent shall entitle ACE to cancel such order upon notice to purchaser without liability to ACE.  ACE shall have the right to assign or grant a security interest in accounts receivable arising from sales to Purchaser.

MODIFICATIONS OF TERMS.  ACE's acceptance of any order is subject to Purchaser’s assent to all of the terms and conditions set forth herein and in ACE's acknowledgment and invoice, and Purchaser's assent to such terms and conditions shall be presumed from Purchaser's receipt of ACE's acknowledgment and invoice, from delivery of the goods or from Purchaser's acceptance of all or any part of the goods or services ordered.  All other contrary terms and conditions are expressly rejected, and no addition to or modifications of terms and conditions shall be binding upon ACE unless agreed to by ACE in writing.

TRADEMARKS AND COPYRIGHTS.  Purchaser acknowledges that it has no right, title or interest in the trademarks or copyrights in the products and covenants that it will take no action to register or otherwise interfere with such rights of ACE.  Purchaser agrees that it will not copy the products sold to Purchaser or their packaging or trade dress.

COMPLETE AGREEMENT.  The sales terms and conditions in ACE's forms, acknowledgments, quotations, invoices, catalog, web-site and dialog screens are incorporated herein by reference, and constitute the exclusive and entire agreement between Purchaser and ACE.  They are also applicable to electronic orders and purchases from ACE's web site and electronic catalogs.

COUNTRY OF IMPORTATION.  Purchaser represents that it is purchasing products from the United States and importing them to the country specified in Purchaser’s and ACE's documentation.  Purchaser agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination.  If requested by ACE, Purchaser shall provide documentation satisfactory to ACE verifying delivery at the designated country.  Purchaser agrees to inform ACE at the time of order of any NAFTA or other certificates of origin or other special documentation, packaging or product marking or labeling and ACE shall not be responsible for providing any such documentation, packaging, marking or labeling unless ACE expressly agrees.

EXPORT AND IMPORT LICENSES, CONTROLS, PERMITS AND FREIGHT FORWARDER. Unless expressly agreed, Purchaser shall be responsible for obtaining and paying for any permits, licenses or other governmental authorization(s) necessary for the exportation from the U.S. or importation of the products to the designated country of importation, and it shall comply with all laws and regulations thereof.  Purchaser shall select and pay the freight forwarder who shall solely be the Purchaser’s agent.  The freight forwarder’s actions shall not be deemed authorized by, or binding upon ACE unless expressly agreed to by ACE.  The Purchaser and its freight forwarder shall be solely responsible for preparing and filing the Shipper’s Export Declaration.  Purchaser represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons Lists.  At the request of ACE, Purchaser agrees to provide copies of any export, shipping or import documents prepared by Purchaser or its agents related to ACE's sales to Purchaser.

FOREIGN CORRUPT PRACTICES ACT.  Purchaser acknowledges that it is not the agent of ACE and represents and warrants that it has not, and covenants that it will not, pay anything of value to any government employee in connection with the resale of the products.

INDEPENDENT CONTRACTORS.  ACE and Purchaser are independent contractors and not principal and agent.  Purchaser is not authorized to, and shall not make any representations on behalf of, or which are binding upon ACE.

GOVERNING LAW; LIMITATIONS.

These Terms and Conditions shall be construed, interpreted and performed exclusively according to the state and federal laws, excluding conflict of law rules of the State of Texas, United States of America.  Any legal action with respect to any transaction must be commenced within one year after the cause of action has arisen.  The provisions of the Uniform Commercial Code as adopted by the State of Illinois, and not the United Nations Convention on Contracts for the International Sale of Goods, shall apply.

SEVERABILITY.

If any provision of these Terms and Conditions of Sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other legal provisions hereof which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions.

DISPUTE RESOLUTION.  Actions by ACE for nonpayment by the Purchaser of the purchase price of products sold by ACE, or for redress of other breaches by the Purchaser of these terms and conditions of sale, may be brought by ACE, at its option, before any U.S. or foreign judicial court of competent jurisdiction.  Or, at ACE's option, disputes between the Purchaser and ACE, including all claims for non-performance by ACE, shall be finally settled by arbitration in Chicago, Illinois, U.S.A. under the Commercial Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Illinois, U.S.A.

OSHA HAZARDOUS SUBSTANCE & CALIFORNIA PROPOSITION 65 PRODUCT INFORMATION.  Material Safety Data Sheets (MSDS) for OSHA defined hazardous substances and a list of products known by the State of California to cause cancer or reproductive harm are available at your local ACE branch, or by contacting ACE, Dept.  B2C8, 100 ACE Parkway, Lake Forest, IL 60045-5201 U.S.A. The information and recommendations contained on the MSDS supplied by the manufacturer are considered to be accurate and reliable.  ACE, however, makes no warranty with respect to the accuracy of the information or the suitability of the recommendations.  ACE disclaims any and all liability to any user.

YEAR 2000 WARRANTY PASS-THROUGH.  ACE's suppliers may extend to ACE certain Year 2000 warranties and ACE, to the fullest extent permitted, hereby passes through to its customer such Equipment and/or Software manufacturer’s Year 2000 warranties provided to ACE by its suppliers of Equipment and/or Software.  ACE is extending to its customer all warranties provided it and cannot represent or warrant the products, which are not manufactured by it, will be Year 2000 compliant.  This warranty pass-through will not replace, modify, or supercede the original Equipment warranties provided by the manufacturers to ACE and its customer.  In addition, this warranty pass-through will not replace, modify, or supercede the Limited Warranty provided by ACE to its customer.

ELECTRONIC DATA INTERCHANGE.  If ACE 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.  ACE 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 ACE regarding EDI purchases made by Purchaser shall be controlling.

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

MATERIALS OF TRADE.  Customer represents that it is purchasing goods as its "materials of trade" as defined in the Hazardous Materials Regulations in Title 49 of the Code of Federal Regulations.  It further represents that the goods shall be used in direct support of its business, which is not transportation, and that such goods shall not be resold or transported in a vehicle other than one owned by itself unless it has properly packaged, documented and declared such shipment to the carrier.

WAIVER.  The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.