DMSI WEB SITE TERMS OF USE AND CONDITIONS OF ORDER

Diverse Maintenance Solutions, Inc. ("DMSI") operates this Web site ("Site") to provide customers with online access to information about the Company, DSMI's producers ("Producers") and to facilitate transactions for the purchase of Products.

By accessing and using the Site, you agree to each of the terms and conditions set forth herein ("Terms of Use"). By ordering Products on this Site, you agree to the Terms of Use, as well as the Conditions of Order, set forth below. These Terms of Use, together with the Conditions of Order, are referred to as this "Agreement.

1. Access to the Site.
Your username and password are referred to as your "Identification." You are solely responsible for keeping your Identification confidential. You agree that you and your authorized representatives will be the only users of your Identification, and that you will be solely responsible for all activities on the Site using your Identification. We strongly recommend that you log out of the Site and close your browser window when your session is completed to help prevent unauthorized persons from accessing your Identification. Please contact DMSI immediately at (763) 230-7488 if you believe that your Identification has been lost or stolen, or that someone may attempt to use your Identification without your consent and DMSI will cancel your account. Please keep in mind that no Internet site is 100% secure. Thus, while DMSI strives to protect the personal information and privacy of its users, your use of the Site to transmit or store personally identifiable information is at your own risk.

2. Intellectual Property.
The Site and all information and/or content that you see, hear or otherwise experience on the Site (the "Content") are protected by U.S. and international copyright, trademark and other laws, and belong to DMSI.

DMSI grants you a personal, non-exclusive, non-transferable license to use the Site, and the Content and to download, print and store portions of the Content that you select, provided that: (1) you only use these copies of the Content for your own internal business purposes or your personal, non-commercial use; (2) if you are a competitor of DMSI, commercial aggregator of data, or other commercial user, do not copy or post the Content on any network computer or transmit, distribute, publish or broadcast the Content in any media; and (3) you do not modify or alter the Content in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded Content or materials is transferred to you as a result of this license. DMSI reserves complete title and full intellectual property rights in any Content you download from the Site, subject to this limited license for you to make personal use of the Content as set forth herein.

You may not use any of the marks or logos appearing throughout the Site without express written consent from the trademark owner, except as permitted by applicable law.

Competitors and third party aggregators may not mirror, scrape, or frame the home page or any other pages of the Site on any other Web site or web page. Competitors and third party aggregators may not connect "deep links" to the Site, i.e., create links to this site that bypass the home page or other parts of the Site without written permission. This prohibition is not intended to restrict the non-commercial activities of individuals.

3. Disclaimer of Warranties.
DMSI agrees to transfer to you, at the time of sale, to the extent transferable, whatever warranties DMSI receives from manufacturers with respect to the Products sold by DMSI to you. Copies of such manufacturers' warranties are available prior to the purchase of products by contacting DMSI. DMSI SHALL HAVE NO LIABILITY FOR PRODUCT DEFECTS, A PRODUCT’S FAILURE TO MEET THE MANUFACTURER’S OR SUPPLIER’S SPECIFICATIONS, OR A MANUFACTURER’S OR SUPPLIER’S BREACH OF THEIR WARRANTY, OR FOR PRODUCT MISUSE, MIS-INSTALLATION, OR MISAPPLICATION, WHETHER BY YOU, YOUR EMPLOYEES OR THIRD PARTIES. DMSI MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCT, OR WITH RESPECT TO THE SITE, OR THE CONTENT, AND DMSI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH REGARD TO THE PRODUCTS, THE SITE, AND THE CONTENT. DMSI DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. DMSI DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE PRODUCTS ARE SOLD ON AN "AS-AVAILABLE" BASIS. THE SITE, AND THE CONTENT ARE PROVIDED "AS-IS" AND ON AN "AS-AVAILABLE" BASIS.

DMSI will provide the manufacturer’s or supplier’s standard Material Safety Data Sheets (MSDS) to you upon request but shall not have any liability for inaccurate or missing information contained within any MSDS.

Your obligations and remedies with respect to defective or nonconforming products, are solely and exclusively as stated in this Agreement.

4. Additional Disclaimers.
Without limiting the disclaimers set forth in Section 3 above:

a. Hazardous Substances. You acknowledge that some Products may contain Hazardous Substances. The term Hazardous Substances means and includes all materials including wastes, that cannot be legally introduced back into the environment under existing or future applicable law without additional treatment, and all toxic or hazardous substances or wastes, pollutants or contaminants (including asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various constituents of such products) and any hazardous substances or hazardous materials as defined in any federal, state, and local law. DMSI shall not be liable for any misuse or misapplication of any Products by you or your employees or agents or for your failure to properly comply with any regulation concerning the handling, posting, and retention of MSDS sheets that are provided.

You agree to be responsible for the proper use, transportation, handling, processing, storage, treatment, management, removal and disposal of (collectively, “Handle”) all Hazardous Substances that you use under this Agreement in compliance with all applicable federal, state, and local laws.

b. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. DMSI therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. DMSI does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

c. Third Party Links. Hypertext links to third party Web sites or information do not constitute or imply an endorsement, sponsorship, or recommendation by DMSI of the third party, the third-party Web site, or the information contained therein, unless expressly stated on the Site. You acknowledge and agree that DMSI is not responsible for the availability of any such Web sites and that DMSI does not endorse or warrant, and is not responsible or liable for, any such Web site or the content thereon. You need to make your own decisions regarding your interactions or communications with any other Web site.

d. Geographic Limitations on Use. Like most Internet Web sites, this Site is accessible worldwide. However, not all DMSI products or services are available to all persons or in all geographic locations. DMSI reserves the right to limit the provision of its products and services to any person, geographic area, or jurisdiction and to limit the quantities of any products or services that it provides. You agree to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable content, and online conduct.

e. Infringement Disclaimer. The Products may be subject to patent, trademark, copyright, design and other rights of third parties. DMSI shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights. If an order includes software or other intellectual property, such software or other intellectual property is provided by DMSI to you subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement.

5. Limitation of Liability.
IN NO EVENT SHALL DMSI BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO (I) ANY PRODUCT OR SERVICE PROVIDED OR TO BE PROVIDED BY DMSI, OR THE USE OR INABILITY TO USE THE SAME, (II) THE USE OF OR INABILITY TO USE THE SITE OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE AND/OR THE CONTENT, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, (VI) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR (VII) ANY OTHER MATTER RELATING TO THE PRODUCTS, THE SITE, OR THE CONTENT; EVEN IF DMSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF DMSI FOR PRODUCTS EXCEED THE PURCHASE PRICE FOR THE PRODUCTS, REGARDLESS OF THE LEGAL THEORY ASSERTED FOR SUCH LIABILITY, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE.

IF YOU ARE DISSATISFIED WITH THE SITE, THE CONTENT, OR WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE, THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

Any cause of action against DMSI with respect to Products or services must be instituted within one (1) year from the date of purchase or provision of the applicable Products.

6. Indemnification.
You understand and agree that you are personally responsible for your use or inability to use the Products, your reliance upon any information or recommendation provided by DMSI personnel, and your behavior on the Site. You agree to indemnify, defend and hold harmless DMSI and DMSI's joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, or inability to use the Products, the Site, or the Content, your reliance upon any information or recommendation provided by DMSI, or any violation by you of this Agreement.

7. User Conduct.
You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site or the Content. Except as otherwise authorized by DMSI, you agree not to add to, subtract from, or otherwise modify the Content. You agree not to use the Site in any manner that might interfere with the rights of third parties.

8. User Supplied Information.
If you supply or post any information or material to the Site, you guarantee to us that you have the legal right to post such material and that it will not violate any law or the rights of any person or entity. By posting material on the Site, you give DMSI the royalty-free, irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from this material, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you.

9. Force Majeure.
DMSI will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. DMSI's time for delivery or performance will be extended by the period of such delay or DMSI may, at its option, cancel any order or remaining part thereof, without liability by giving notice to you.

10. General Provisions.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. No waiver by DMSI of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of the Agreement, all of which will remain in full force and effect. Any and all disputes relating to the Agreement, DMSI's Privacy Statement, or your use of the Site, or the Content (collectively, "Disputes") are governed by, and will be interpreted in accordance with, the laws of the State of Minnesota, without regard to any conflict of laws provisions. Any Dispute will be venued in a state or federal court situated in Minneapolis, Minnesota, and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of DMSI. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.

11. Changes to the Agreement.
DMSI may change this Agreement without notification and at its sole discretion. DMSI may also make changes to this Agreement without notice to comply with applicable laws and such changes shall be binding on you.

Conditions of Order

All orders placed with DMSI are subject to the terms of this Agreement, including the following Conditions of Order. Any purported change submitted by a purchaser in any additional documentation is hereby expressly rejected. Orders placed on forms deviating from these terms and conditions may be accepted, but solely on the basis that the terms of this Agreement will prevail.

1. Order Validation and Acceptance.
When you place an order, we may verify your method of payment, shipping address and/or tax exempt identification number, if any, before processing your order. Your placement of an order with DMSI is an offer to purchase our Products. DMSI may accept your order by processing your payment and shipping the Product, or may, for any reason, decline to accept your order or any part of your order. No order shall be considered to be accepted by DMSI until the Product has been shipped. If we decline to accept your order, we will attempt to notify you using the email address or other contact information you have provided with your order. Delivery dates provided in connection with any order are estimates only and do not represent fixed or guaranteed delivery dates.

2. Quantity Limitations.
DMSI may limit or cancel quantities available for purchase on any order on any basis, and to alter the availability or duration of any special offers at any time. DMSI may reject any order, or any part of an order.

3. Electronic Communication.
When you place an order via the Site, you are required to provide a valid email address, which we may use to communicate with you regarding the status of your order, advise you regarding shipment of backordered products, and to provide you with any other notices, disclosures or other communications relating to your order. You agree that DMSI will not be responsible for any damage you incur, or information you do not receive, as a result of your failure to provide a valid email address.

4. Pricing and Product Information.
DMSI makes every effort to provide current and accurate information relating to the Products and prices, but does not guarantee the currency or accuracy of any such information. Information relating to Products is subject to change without notice. Prices are subject to change at any time prior to DMSI's acceptance of your order. If you choose to cancel the order, and your credit card has already been charged for a purchase, DMSI will issue a credit to your credit card in the amount of the charge. All prices are in U.S. dollars.

5. Payment.
DMSI offers the following payment methods for customers in the United States: Check, money order, MasterCard, VISA, American Express and prepaid by wire transfer as well as open account credit to qualified institutions and businesses. To obtain a credit application for open account credit, contact any sales representative by calling (763) 230-7488: Please allow sufficient time for the credit application process. To avoid delay on your initial order you may elect an alternative payment method.

6. Shipping Charges.
Except as otherwise provided on the Site, (1) shipping or freight charges, and insurance will be paid by the customer.

Shipments of excessive weight or size may require additional charges. DMSI will notify you prior to shipment if these conditions exist.

7. Handling Charge.
There may be a minimum order or handling fee and where applicable shall be billed as a separate item and paid by you.

8. Taxes.
Except as otherwise provided on the Site, prices shown do not include any federal, state or local taxes, or any other taxes or charges imposed by any government authority, including, without limitation, sales, use, excise, value-added or similar taxes. Where applicable, such taxes and charges shall be billed as a separate item and paid by you. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. DMSI charges sales tax unless you have a valid sales tax exemption certificate on file with DMSI. DMSI will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you provide a certificate that is not accepted for any reason by any governmental or regulatory authority, and DMSI is required to pay tax on your purchase, you will reimburse DMSI for the amount of such tax, and DMSI's reasonable expenses incurred in connection with the payment and collection of such tax. Fax your resale certificate and your customer number to (763) 230-7493.

9. Late Payments; Dishonored Checks.
You shall pay DMSI all costs incurred by DMSI in collecting any past due amount from you, including all court costs, collection costs, and attorney's fees. If a check you give us for payment is dishonored for any reason by the bank or other institution on which it is drawn, you agree to pay us a minimum of $30.00 as a service charge (if the check cannot be redeposited) pursuant to Minnesota Statutes § 604.113.

10. Out of Stock.
If product you order is out of stock at time of order placement, you may elect to have it shipped on a subsequent shipment. Except as otherwise provided on the Site, additional shipping charges will apply to each shipment. Backorders will be held based on your request.

11. Freight Damage.If you receive merchandise that has been damaged in transit, it is important to keep the shipping carton, packing material and parts intact. Please contact a DMSI Customer Service representative immediately to initiate a claim.

12. Return Policy.
In most cases, DMSI will accept merchandise returns subject to the terms outlined in this Section and will replace the Product or refund your money at your option.

To facilitate processing of returned merchandise:

• Please contact a Customer Service representative to obtain an RMA (Returned Merchandise Authorization) number prior to returning product.
• For all returns not relating to manufacturers' warranties, returns must be made within 30 days of date of invoice, be accompanied by the original invoice number and a brief explanation of the reason for the return, and be in original packaging and in resalable condition.
• Return freight charge must be prepaid.
• Products returned may be subject to a 20% stocking charge.
• To the extent that DMSI purchases a Product from a manufacturer specifically for you, such Products may be Non-Cancelable/Non-Returnable.
• Returns relating to manufacturers' warranties are subject to the terms and conditions of the applicable manufacturer's warranty and the applicable manufacturer's return policies for the Product (e.g., some Products may require return directly to the manufacturer). Please contact a DMSI Customer Service representative for details.

By returning a Product to DMSI, you represent and warrant that the returned Product was purchased from DMSI.

© 2010, DMSI Corporation. All rights reserved.

QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to sales@DMSIMN.com.

DATE OF LAST MODIFICATION
November 5, 2010