Reinhart FoodService, L.L.C. Terms Of Purchase

General Terms

The following terms and conditions apply to the extent they do not conflict with a written Distribution Agreement between Reinhart FoodService, L.L.C. and the Purchaser.

Product Selection and Suitability

Most products offered by Reinhart FoodService, L.L.C. (herein "Reinhart") are obtained from multiple supply sources, located throughout the United States and internationally. Many States and localities have codes and regulations governing sales, food safety, sanitation, and/or use of products for certain purposes, which may vary from those in neighboring areas. While Reinhart attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is stored or used after delivery. Reinhart makes every reasonable attempt to ensure the quality of these supply sources and the products they offer. As these products are dynamic and versatile, Reinhart shall not be responsible for how products are used, stored or prepared and the product's conformance to local or regional codes or regulations. Please review the product labels, directions warnings, and relevant code, regulations or ordinances, to be certain that the product, its storage, preparation and use will satisfy these requirements. In no event will Reinhart be responsible for any loss or damage arising out of Purchaser's improper selection, improper storage, inadequate preparation or misuse of a product.

Warranty

REINHART HEREBY ASSIGNS TO PURCHASER ALL OF REINHART'S RIGHTS AGAINST THE MANUFACTURERS OF THE PRODUCTS UNDER THE WARRANTIES (IF ANY) REINHART RECEIVES FROM THEM, TO THE EXTENT SUCH RIGHTS ARE ASSIGNABLE. REINHART WILL COOPERATE WITH BUYER IN THE ENFORCEMENT OF ANY SUCH WARRANTIES, AT PURCHASER'S COST.

Disclaimer

NO WARRANTY, EXPRESS OR IMPLIED, IS MADE BY REINHART, OTHER THAN WHAT IS PROVIDED IN THE ABOVE WARRANTY SECTION. REINHART DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO THE MISUSE, IMPROPER SELECTION, IMPROPER PREPARATION OR MISAPPLICATION OF THE PRODUCT.

Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL REINHART'S DIRECT DAMAGES EXCEED THE PURCHASE PRICE OF THE PRODUCT.

Cancellation

Reinhart must approve cancellation of any order prior to shipment. Any cancellation may be subject to restocking and other charges, for which the Purchaser shall be responsible.

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.

Security Interest

Purchaser grants to Reinhart a priority lien, purchase money security interest in the products and any accounts receivable or cash from the resale of the products until full payment is received, with respect to any sales on open account. Purchaser shall complete and cooperate with the submission of any documents necessary to validate or enforce Reinhart's rights hereunder.

Published Product Information

Reinhart attempts to maintain reasonably up-to-date and accurate pricing, availability and usage information about the products contained in its catalogs. However, this information is dependent upon information distributed by and obtained from a manufacturer or supplier and is subject to change at any time. Reinhart reserves the right to revise pricing at any time, without notice, and Reinhart will not be responsible for any pricing errors contained therein. REINHART MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED ON TRACS.

Force Majeure

Reinhart will not be liable or held responsible for any delays or losses resulting, directly or indirectly from Acts of God, severe weather conditions, labor disputes, governmental actions, inability to obtain permits, licenses, raw materials or shipments of product, war, riots, shortages and any other circumstances or causes beyond our reasonable control.

Governing Law

These Terms and Conditions shall be construed, interpreted and performed according to the laws, excluding conflict of law rules, of the State of Wisconsin, United States of America. Any legal action must be filed and commenced within one year after it arises. 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. The Uniform Commercial Code as adopted by the State of Wisconsin will be applied, without application of any similar state or international law or treaty.

Miscellaneous

The relationship between Reinhart and Purchaser shall be that of an independent contractor. If any of the provisions contained herein are deemed illegal or unenforceable, such determinations shall not affect the validity of the remaining terms and conditions and the remaining terms will continue in force and effect to the fullest extent permitted under applicable law. Purchaser shall not assign any order or interest therein to another party, without the written consent of Reinhart.

Modification or Amendment of Term

Purchaser's assent to all of these terms and conditions shall be presumed from the Purchaser's ordering of product or from Purchaser's acceptance of all or any part of the products ordered. Reinhart's acceptance of any order is subject to Purchaser's assent to all the terms and conditions herein. No amendments or modifications of the terms and conditions shall be binding on Reinhart unless agreed to by Reinhart in writing. If a purchase order, invoice or other document contains terms or conditions contrary to the terms and conditions contained in this Agreement, Reinhart's acceptance of any order shall not be construed as an assent to such new terms and conditions, and Reinhart will not waive any of the terms and conditions contained in this Agreement.

Dispute Resolution

The parties shall exercise their best efforts to resolve by negotiation any and all disputes, controversies or differences arising out of or relating to this Agreement. All disputes, controversies or differences between the parties that are not settled by negotiation shall be decided in accordance with the Commercial Rules of the American Arbitration Association and judgment will be entered on the award. The arbitrator will be bound by the express terms of this Agreement. The site of arbitration will be a mutually agreeable location in the State of Wisconsin and the arbitrator(s) will be bound by the applicable laws of the State of Wisconsin.

Orders

Payment Terms

Payment terms are as established between Reinhart and Purchaser in the Credit Application or Distribution Agreement signed by Purchaser.

Sales Tax

Applicable state and local tax will be charged on orders, unless Purchaser provides Reinhart with an exemption certificate.

Electronic Commerce

With prior approval, Reinhart and Purchaser may agree to be bound by transactions performed through Reinhart's E-commerce Website via the issuance of purchase orders by Electronic Data Interchange (EDI), facsimile, and e-mail and such transactions will be subject to the terms and conditions contained herein. The parties acknowledge that no writing shall be required in order to make their electronic transactions legally binding, notwithstanding any contrary requirement in the law. As necessary, the parties will adopt as their signature an electronic identification to be affixed to or contained in each Document transmitted by the party. The parties will implement reasonable security procedures to ensure authorized transmissions and to protect business records and data from improper access. By performing such transactions in the forgoing manner, the parties agree that no signature will be required in order to have a legally enforceable electronic commerce transaction, which will honored to the fullest extent under law. The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable laws, including any Statute of Frauds statutes, relating to whether certain agreements be in writing and signed by a party in order to be bound. Any such Signed Documents, if introduced as evidence in any legal or administrative proceeding, will be admissible as evidence to the same extent as business records, which originate and are maintained in documentary form. The provisions under this Electronic Commerce paragraph will be in addition to any other agreements entered into between Reinhart and Purchaser concerning electronic data interchange.

Terms of Registration

Agreeing to the Terms of Registration indicates your acceptance of the following the Terms of Purchase. You certify, represent, and warrant that all purchases made by any employees/agents of your organization utilizing your Reinhart account are authorized purchasers of your organization. You acknowledge and agree that it is your responsibility to verify and maintain the protection, security, and distribution of your account number, user names, and passwords associated with the Reinhart website. You expressly agree that all liability relating to password management resides with you and your organization and that under no circumstances, including negligence or misconduct, shall Reinhart be liable for any damages that result from the use of this service. You acknowledge that your purchasing rights and privileges may be modified at any time upon notice from Reinhart.