Terms and Conditions
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User, Customer and Sanford and Hawley, Incorporated (hereinafter “S&H”) agree as follows:

1. Parties. S&H is Sanford and Hawley, Incorporated, a corporation organized and existing

under the laws of the State of Connecticut with its principal place of business at 1790

Farmington Avenue, Unionville, CT 06085 (“S&H”). Customer is the person(s) or entity that

has an account with S&H (“Customer”). User is/are the person(s) authorized by the Customer

or a duly authorized representative of the Customer to obtain a logon ID and password to the

Customer’s account(s) with S&H, to access the account(s) to obtain any and all information

available online, and to fully use the account(s) including, but not limited to, placing orders,

obtaining price estimates, obtaining statements, balances due and delivery information

(“User”).

2. Primary Supplier. Web Track is a service provided by S&H to its loyal customers. To be

eligible for Web Track, S&H must be Customer’s primary supplier for lumber, millwork and

related building materials of the type that S&H sells and Customer purchases. If S&H

determines at any time, at its sole discretion, that it is not the Customer’s primary supplier,

Web Track access may be terminated without notice.

3. Good Standing. Web Track is a service provided only to customers that are in good credit

standing and not past due. S&H, at any time, at its sole discretion and without notice may

terminate or restrict Web Track to User if Customer’s account becomes past due or over its

credit flag. S&H may also terminate or restrict User’s Web Track access if it believes or

suspects that User is inappropriately using online information or access.

4. User Access Fee and Access. There is no user access fee.

5. Passwords and Security. User and Customer acknowledge that S&H will issue each User a

logon ID and a private, confidential password. User and Customer agree to keep each logon ID

and password confidential and not share any logon ID or password with anyone else. Customer

agrees to request a logon ID and password for each User it desires to have access to its account

with S&H. User and Customer understand that they are collectively, solely responsible for

maintaining logon ID and password security and agree to use the highest reasonable standards

of security for the protection of logon IDs and passwords. User and Customer agree to

immediately notify S&H upon becoming aware of any loss, compromise or theft of, or any

unauthorized use of, logon IDs, passwords or Web Track. Any such notice shall be provided to

S&H’s MIS Administrator or to any S&H officer at 800-433-7941 and then be promptly

confirmed in writing to President, Sanford and Hawley, Inc. 1790 Farmington Avenue, P.O.

Box 545, Unionville, CT 06085-0545. User and Customer acknowledge that the security of

data, information, logon IDs and passwords cannot be guaranteed by S&H and EXPRESSLY

AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS S&H AND ITS

EMPLOYEES, OFFICERS AND DIRECTORS FROM ANY AND ALL CLAIMS,

DAMAGES, LIABILITIES, LOST PROFITS, SUITS, FEES, FINES, PENALTIES,

SETTLEMENTS, JUDGMENTS, COSTS, EXPENSES OR OTHER LOSSES, DIRECT OR

INDIRECT, INCLUDING REASONABLE ATTORNEYS’ FEES FOR ANY SECURITY

BREACHES OF WEB TRACK, FOR ANY IMPROPER OR UNAUTHROIZED USE OF

WEB TRACK FOR ANY ELECTRONIC, HARDWARE OR SOFTWARE FAILURES,

DATA CORRUPTION, LACK OF ACCESS, OR VIRUSES. S&H AND ITS EMPLOYEES,

OFFICERS AND DIRECTORS SHALL NOT BE LIABLE TO USER, CUSTOMER OR ANY

OTHERS FOR ANY LOSS, LIABILITY OR DAMAGES ARISING AS A RESULT OF OR

IN ANY WAY ASSOCIATED WITH WEB TRACK WHETHER DIRECT OR INDIRECT.

6. Confidentiality. User and Customer acknowledge that they will have access to confidential

pricing and other information which are unique to and the property of S&H and that the

disclosure of this to others would greatly harm S&H. User and Customer further acknowledge

and agree that any disclosure or use of the aforesaid prices and other information by the User or

Customer, other than in connection with the ordinary course of their business, will be or may

become highly detrimental to the business of S&H and that serious loss of business and

pecuniary damage to S&H will or may result therefrom. User and Customer explicitly

covenant not to share Web Track access or prices or other information obtained online with

others including, but not limited to, other customers of S&H, the general public, suppliers of

S&H and competitors of S&H. User and Customer further explicitly covenant and agree to

hold all such pricing and other information in the strictest confidence and to safeguard and not

disclose, divulge or reveal said prices or other information to any person(s), entity (ies) or any

other(s) without written authorization from an officer of S&H.

7. Authorization. The person signing this Application and Agreement on behalf of the Customer

certifies that he/she is authorized on behalf of the Customer to enter into this agreement and to

bind the Customer to all of the terms of this agreement. Customer authorizes S&H to provide

Web Track to User and to act on the instructions of anyone logging on to Web Track with a

User logon ID and password. USER AND CUSTOMER AGREE TO INDEMNIFY, DEFEND

AND HOLD HARMLESS S&H AND ITS EMPLOYEES, OFFICERS AND DIRECTORS

FROM ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOST PROFITS, SUITS,

FEES, FINES, PENALTIES, SETTLEMENTS, JUDGMENTS, COSTS, EXPENSES OR

OTHER LOSSES, DIRECT OR INDIRECT, INCLUDING REASONABLE ATTORNEYS’

FEES WHICH MAY ARISE OR BE CREATED BY S&H’S ACCEPTANCE OF SAID

INSTRUCTIONS.

8. Credit Agreement. Customer’s credit application and agreement with S&H are hereby

incorporated by reference and made a part of this agreement.

9. Terms and Conditions of Sale. User and Customer hereby agree that S&H’s Standard Terms

and Condition of Sale are hereby incorporated by reference and made a part of this agreement.

User and Customer also agree that any purchase made online is subject to S&H’s Standard

Terms and Conditions of Sale in effect at the time of order placement. Further, that any

estimate made online is subject to S&H’s Standard Terms and Conditions of Sale in effect at

the time of order placement. Customer and User also acknowledge that all price estimates at

subject to change without notice and are subject to taxes and surcharges.

10. Late Charges. User and Customer hereby acknowledge and agree that any online reference to

“Finance Charge” is not a finance charge but is the “Late Charge” referenced in S&H’s Credit

Application and Agreement and in S&H’s Standard Terms and Conditions of Sale.

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11. Access. Web Track access is provided on an “as is, as available” basis which will often be 24

hours a day, seven days a week. Web Track access will not be available during daily back ups,

maintenance times, period closeouts and when networks or other factors prevent access. S&H

makes no assurance as to the availability of Web Track access. User and Customer agree that

S&H shall have no liability in the event that Web Track access is not available even if such

periods of inaccessibility are consistent and prolonged. User and Customer are responsible for

and must provide and maintain at their sole cost and expense all hardware, networks, software,

internet connections and the like required to access S&H’s Web Track website.

12. Journey Information. User may have access to Journey (a/k/a dispatch delivery) information

through Web Track and User and Customer hereby acknowledge that any and all such

information are merely estimates or approximations based on S&H’s judgment at some point in

time and are not guaranteed. User and Customer expressly agree not to rely on such

information and AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS S&H AND

ITS EMPLOYEES, OFFICERS AND DIRECTORS FROM ANY AND ALL LIABILITY

FOR USE OF SUCH INFORMATION. S&H SHALL NOT BE LIABLE TO USER,

CUSTOMER OR OTHERS FOR DAMAGES, LIABILITES, LOST PROFITS, SUITS, FEES,

FINES, PENALTIES, SETTLEMENTS, JUDGEMENTS, COSTS, EXPSENSES OR OTHER

LOSSES, DIRECT OR INDIRECT, INCLUDING REASONABLE ATTORNEYS’ FEES,

FOR ANY DELAY IN SHIPMENT OR DELIVERY, WHETHER SUCH DELAY IS MINOR

OR SUBSTANTIAL.

13. Prices and Material Availability. User and Customer acknowledge that all prices including

those on estimates, quotes, orders, and online shopping carts are subject to change without

notice. Prices are subject to tax, fuel and other surcharges. User and Customer also agree that

any order, online shopping cart, estimate or quote is subject to availability of material. User

and Customer acknowledge that an online order shall not be accepted by S&H until such time

as it has retrieved the order, reviewed it, revised it (including prices) as appropriate at S&H’s

sole discretion, obtained any missing or necessary additional information, and chosen to

process the order. User and Customer further agree that all references to quote mean estimate

as referenced in S&H’s Credit Application and Agreement and in S&H’s Terms and Conditions

of Sale.

14. Third Party Agreement. S&H’s Web Track is provided pursuant to a Proposal for PSI

Application Software and Services with Progressive Solutions, Inc. which agreement includes a

Software License Agreement, a Software Services and Support Agreement and various

Microsoft agreements all of which are hereby incorporated by reference and made a part hereof.

S&H will provide User and Customer with access to a copy of said agreement at its Unionville

office during normal business hours (contact S&H’s controller). In addition, S&H will provide

a copy of said agreement to User or Customer upon written request. User and Customer shall

comply with all of the provisions of said agreement.

15. Limitation of Liability and Indemnification. S&H warrants that any goods sold online will

be, at the time of shipment, free and clear of all liens or encumbrances and that such goods

should generally conform to the description and specifications set forth on S&H’s

order/invoice/online shopping cart. Products purchased by S&H and incorporated, without

modification, in such goods may be subject to a warranty of the manufacturer of such products

and the responsibility of the S&H shall be limited to the assignment of any warranty of such

manufacturer upon Customer’s request without the S&H incurring liability thereunder. THE

FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER

WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR

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IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT

LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE. S&H SHALL NOT BE LIABLE FOR

EXTRA COSTS AND DAMAGES INCLUDING, BUT NOT LIMITED TO, INDIRECT

DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, PUNITIVE

DAMAGES, LIQUIDATED DAMAGES, LOST PROFITS, CONSEQUENTIAL

DAMAGES OR ANY OTHER LOSS, COST, EXPENSE, FEE, FINE, PENALTY

AND/OR DAMAGE ARISING FROM THE SALE, HANDLING, STORAGE OR USE

OF THE GOODS OR FROM ANY OTHER CAUSE RELATING THERETO

INCLUDING THE USE OF WEB TRACK.

Customer’s sole and exclusive remedy and S&H’s only obligation shall be the replacement or

repair, at S&H’s sole option, by S&H of any non-conforming goods, F.O.B. S&H’s facility, or

the refund of the price paid for such non-conforming goods at S&H’s sole discretion.

Authority of return must first be obtained from S&H. Customer must afford S&H a reasonable

opportunity to inspect any goods alleged by the Customer or any third party to be nonconforming

or defective in their unaltered condition and to evaluate any claim(s) in accordance

with procedures customary to the industry.

Every claim from any cause shall be deemed waived by the User and Customer unless made in

writing within thirty (30) days of the delivery to Customer of the goods to which such claim

relates or from User’s applicable logon to Web Track should any claim relate to anything other

than the sale of goods. Any such written notice must be mailed to President, Sanford and

Hawley, Inc., P.O. Box 545, Unionville, CT 06085-0545. No legal proceeding shall be brought

for any breach of this contract more than one year after the accrual of the cause of action

therefore.

In the event that the User or Customer makes any claim against the S&H including, but not

limited to, commencing civil litigation against the S&H and the transaction is a Commercial

Transaction as defined by Connecticut General Statutes Sec. 52-278a (ie other than a Consumer

Contract as defined by Connecticut General Statutes Sec. 42-151) and the User or Customer

does not substantially prevail in its claim, then the Customer shall be liable to S&H for its costs

including, but not limited to, attorneys’ fees whether such claim arises under this paragraph or

otherwise.

16. Waiver of Notice, Hearing and Bond. IN THE EVENT THAT S&H INITIATES

LITIGATION AGAINST USER AND/OR CUSTOMER IN CONNECTICUT AND THE

TRANSACTION IS A COMMERCIAL TRANSACTION AS DEFINED BY

CONNECTICUT GENERAL STATUTES SEC. 52-278a, THEN THE CUSTOMER

HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS HE/SHE/IT MAY HAVE

TO NOTICE AND HEARING UNDER CONNECTICUT GENERAL STATUTES

SECTIONS 52-277a ET. SEQ., AND ACKNOWLEDGES THAT S&H MAY SECURE A

PREJUDGMENT REMEDY AGAINST THE USER AND/OR CUSTOMER WITHOUT

A COURT ORDER. THE USER AND/OR CUSTOMER FURTHER WAIVES ANY

RIGHT HE/SHE/IT MAY HAVE TO REQUEST OR REQUIRE S&H TO POST A

BOND IN CONNECTION WITH THE ISSUANCE OR GRANTING OF ANY

PREJUDGMENT REMEDY.

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17. Enforcement of Agreement. In the event that S&H is required to enforce any of its rights

under this agreement through legal proceedings or otherwise, User and Customer jointly and

severally, unconditionally guarantee and promise to pay any and all amounts due including, but

not limited to, all costs including reasonably attorney’s fees.

18. Injunctive Relief. User and Customer agree that any breach of this agreement may cause S&H

great and irreparable harm. Consequently, in the event of any such breach, User and Customer

consents to the entry of an appropriate permanent injunction in a Court of appropriate

jurisdiction as hereinafter named. Such injunction shall be in addition to and not in lieu of any

other relief to which S&H may be entitled under law.

19. Applicable Law. All questions arising in connection with this Web Track User Application

and Agreement shall be resolved in accordance with the laws of the State of Connecticut and

User and Customer hereby consent to jurisdiction of the courts of the State of Connecticut.

Unless contrary provisions are contained herein, in Customer’s Credit Application and

Agreement with S&H or in S&H’s Standard Terms and Conditions of Sale, the Uniform

Commercial Code in effect in the State of Connecticut shall apply. In the event that S&H

makes or arranges delivery out of the State of Connecticut, the User and Customer hereby

consent to jurisdiction, at the sole option of S&H, of the courts in either the state where

delivery was made or the State of Connecticut. In the event that the User or Customer resides

or has a place of business out of the State of Connecticut, the User and Customer hereby

consents to jurisdiction, at the sole option of S&H, of the courts in either the state of such

residence or place of business or the Courts of the State of Connecticut.

20. Item Descriptions. Item descriptions used by S&H for products, materials, services and/or

merchandise may include generic terms and/or nominal sizes.

21. Entire Agreement. This agreement contains the final and entire agreement between User,

Customer and S&H regarding use of Web Track and supersedes all previous and

contemporaneous verbal or written negotiations, understandings, or agreements regarding use

of Web Track. As noted above, Customer’s Credit Application and Agreement with S&H and

S&H’s Standard Terms and Conditions of sales are incorporated by reference and made a part

of this agreement.

22. Severability. If any one or more of the provisions of this agreement shall for any

reason be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any

respect, such invalidity, illegality, or unenforceability shall not affect the remaining provisions

of this agreement, and this agreement shall be construed as if such invalid, illegal, or

unenforceable provision had never been part hereof.

23. Titles. Paragraph titles used in these Terms and Conditions of Sale are for convenience only

and shall be given no import in the construction of the terms of this agreement.

24. Notice. Any notice to S&H must be in writing to President, Sanford and Hawley, Inc., 1790

Farmington Avenue, Unionville, CT 06085-0545. Any notice to User or Customer may be in

writing, by facsimile or by electronic means to the addresses provided above or to any

subsequent or changed address that is provided to and acknowledged by S&H.

25. Delivery.  Delivery is only available in Connecticut and Western Massachusetts. 

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