TERMS AND CONDITIONS OF USE

ACCESS AND USE OF INFORMATION.  User's access to eJIT is limited to viewing such pre-authorized portions of eJIT solely for the procurement of products by User. User's access or attempt to access other areas of the Optimas computer system or other information contained on the system for any other purpose is strictly prohibited. User is prohibited from violating or attempting to violate the security of eJIT, including, without limitation, accessing data or functions not intended for User, or logging into an account which User is not authorized to access. All information and Content provided on eJIT is subject to change without notice.

AUTHORIZED USERS.  User is responsible for maintaining the confidentiality of User's registration information and password, and for all uses of its registration information and password, whether or not authorized by User. User agrees to immediately notify Optimas of any unauthorized use of User's registration or password.

ORDERS.  User agrees that User's placement of an order through eJIT constitutes: (a) User's offer to buy the products identified on the order; (b) User's signature to such order; (c) User's consent to receive an electronic record of its purchase in lieu of a written record; and (d) User's acceptance of Optimas' Terms and Conditions of Sale, as posted on eJIT, except to the extent User's order is subject to a separate purchase agreement executed by the parties. Optimas will provide User with an electronic record of its purchase once an order is submitted, but no order shall be binding upon Optimas unless and until accepted by Optimas. Orders will be deemed accepted by Optimas when shipped.

FREIGHT.  Carrier and mode of transportation is selected by Optimas and listed on eJIT for every order submitted by you. Any exceptions to User's shipping information will be handled as "special." User must contact its inside sales person (as listed on eJIT) to change the shipping information and release the order. Freight charges from freight carriers or shipping methods selected by User will be prepaid by Optimas and added to User's invoice.

PRODUCT AVAILABILITY.  Inventory availability is subject to change at any time prior to acceptance of the order by Optimas.

BACKORDERS.  If for any reason material is not available for shipment, an Optimas sales representative will notify User.

CHANGES.  Since eJIT orders may be shipped within an hour of receipt, all requests for changes or cancellations of orders must be processed through User's inside sales person, and may be subject to a re-stocking fee.

CREDIT.  The acceptance of any order is subject to User's credit and account status, as established by Optimas.

RETURNS.  User must contact its inside salesperson on all returns. User may not return products that are used, altered, not in original packaging, have static seals broken, or are not in an as-shipped condition.

FORCE MAJEURE.  Neither party shall be liable for any failure to perform its obligations under this agreement where such failure results from any act of God or other cause beyond such party's reasonable control (including, without limitation, any mechanical, electronic or communication failure which prevents such party from transmitting or receiving electronic data or documents).

LIMITATION ON DAMAGES.  OPTIMAS SHALL NOT BE LIABLE TO USER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CONFIDENTIALITY.  User shall keep confidential all information furnished by Optimas to User.

COPYRIGHT.  All content included in eJIT, such as the text, graphics, logos, icons, software, and other materials (collectively "Content") are the property of Optimas, and protected by U.S. and international copyright laws. Except as expressly authorized by this agreement, User may not reproduce, modify, distribute, transmit, display, or perform any or all of the Content.

DISCLAIMER.  USER ACKNOWLEDGES THAT eJIT, AND ALL CONTENT AND MATERIALS POSTED ON eJIT ARE PROVIDED "AS IS". OPTIMAS DISCLAIMS ALL WARRANTIES INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. OPTIMAS DOES NOT WARRANT THAT THE INFORMATION OR FUNCTIONS CONTAINED ON eJIT WILL BE RELIABLE, COMPLETE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT eJIT OR THE SERVERS USED IN CONNECTION WITH eJIT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TERMINATION.  User's access to, and use of eJIT may be terminated by either party at any time, with or without cause, by sending notice of termination to the other party. Optimas reserves the right to immediately and without notice suspend or terminate User's access to, and use of eJIT in the event of a breach by User.

NOTICES.  All notices will be in writing and deemed sent on the date the notice is sent by electronic mail or facsimile. Notices to Optimas shall be sent to the Optimas inside sales person listed on eJIT, and notices to User shall be sent to the User's representative listed on eJIT. Either party may change the person to receive notices by providing the other party with notice of the change in accordance with this section.

MISCELLANEOUS.  Neither party may assign, sublicense, or otherwise transfer any of its rights or obligations under this agreement without the express prior written consent of the other party. This agreement will be governed by the laws of the State of Illinois (without regard to conflicts of law provisions). Each party irrevocably consents to the jurisdiction of the courts of Illinois. If any provision of this agreement is held invalid or unenforceable by a court of competent jurisdiction, such holding or declaration shall not affect the validity of any other provision. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. This agreement is intended to supplement any Electronic Trading Agreement executed by and between User and Optimas. In the event of a conflict between these Terms and Conditions of Use and an Electronic Trading Agreement executed by the parties, or Optimas' Terms and Conditions of Sale posted on eJIT, these terms and conditions will control. No additional or different terms or conditions shall be binding upon Optimas unless specifically agreed to by Optimas in writing.