Sears, Roebuck and Co.
Commercial PartsDirect Web Site

TERMS AND CONDITIONS
1. Usage Restrictions The entire contents of this site are copyrighted under United States law and protected by worldwide copyright laws and treaty provisions. Materials from the www.sears.com World Wide Web site and affiliated servers may not be copied, distributed or transmitted in any way without prior written consent of Sears, Roebuck and Co. ("Sears"). Users of the site MAY download one copy of any and all materials on the site for personal, non-commercial use provided that they do not modify or alter the materials in any way, nor delete or change any copyright or trademark notice. All material on this site is provided for lawful purposes only. Sears reserves complete title and full intellectual property rights for materials downloaded from the site.

2. Submissions to www.sears.com and Affiliated Servers Any information, including but not limited to remarks, suggestions, ideas, graphics or other submissions, communicated to Sears through this site is the exclusive property of Sears. Sears is entitled to use any information submitted for any purpose without restriction or compensation to the person sending the submission.

The user acknowledges the originality of any submission communicated to Sears and accepts responsibility for its accuracy, appropriateness and legality.

3. Liability Restrictions Sears is not responsible for technical, hardware or software failures of any kind; lost or unavailable network connections; incomplete, garbled or delayed computer transmissions. Under no circumstances will Sears or its suppliers be liable for any damages or injury that result from the use of the materials on this site. Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, in which case the above limitation may not apply to you.

The materials on this site are provided "as is" and without warranties of any kind to the fullest extent permissible pursuant to applicable laws.

Sears provides links to other sites that are not maintained by Sears. Sears does not endorse those sites and is not responsible for the content of such other sites.

4. Applicability of Content Information on this site includes descriptions of products and services available in the United States of America only. This site is operated in the State of Illinois, United States of America, and Sears makes no representation that content provided is applicable or appropriate for use in other locations.

5. Sears Commitment to Protecting Personal Customer Information Sears, Roebuck and Co. values the trust its customers place in the company. Accordingly, Sears adheres to the highest ethical standards in gathering, using and safeguarding customer information that is entrusted to the company.

6. Use and Collection of Customer Information Sears does not rent, sell or exchange information about its customers. Access to information about Sears customers is restricted to the Sears family of business. Third parties that need access to Sears customer information in order to provide operational or other support services to Sears must agree to safeguard customer information in strict compliance with Sears policy.

Sears gathers only the customer information that is needed to administer its business, provide superior service and communicate offers on merchandise and services that Sears believes will be of interest to its customers.

Sears limits access to customer information to those employees who need it to carry out their business functions. Sears educates its employees about Sears policies and practices in regard to safeguarding customer information; preventing its unauthorized access, use or disclosure; and, ensuring its proper handling.

7. Accuracy and Security of Customer Information Sears makes all reasonable efforts to ensure that the customer information it maintains is accurate, timely and secure.

Sears will monitor and adopt, as appropriate, new technological developments that are designed to aid in ensuring the accuracy and security of customer information.

Sears enforces its policies in regard to gathering, access and use of personal customer information by its employees and authorized third parties.

8. Enforcement of Terms and Conditions These terms and conditions are governed and interpreted pursuant to the laws of the State of Illinois, United States of America, notwithstanding any principles of conflicts of law. If any part of these terms and conditions is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions. Sears can revise these terms and conditions at any time by updating this posting.

Sears may terminate this agreement at any time without notice for any reason. Users may terminate this agreement by destroying all materials obtained from the Sears site.

9. Order Processing. All sales of products shown on the Sears PartsDirect Commercial web site (www.SearsPro.com) (collectively, the "Merchandise") by Sears to you ("Purchaser") shall be made under these Terms and Conditions. Purchaser shall place each order for Merchandise (an "Order") using the toll-free number 1-866-SEARS-2-U, using the above mentioned web site, or placing an order at a local Sears Parts and Repair Center. Sears will not accept any order for Merchandise using any other form or method. These Terms and Conditions are incorporated into and form a part of each Order. Except as may be set forth in a currently effective written agreement signed by Purchaser and an authorized representative of Sears (a "Pricing Agreement"), none of the provisions of these Terms and Conditions may be modified, superceded or otherwise altered. These Terms and Conditions, together with (a) any prices for Merchandise (as determined according to the provisions below), (b) other terms relating to the Order to which Purchaser and Sears agree at the time the Order is placed, either by Purchaser’s transmitting information to Sears via the Sears PartsDirect Commercial web site or by Purchaser’s and Sears agreeing to such terms orally via telephone (provided that any oral terms shall not become part of the Order unless acknowledged by Sears in writing), and (c) any applicable Pricing Agreement, shall constitute a complete and exclusive statement of the agreement of the parties with regard to that Order, and any other written or oral, previous, contemporary or subsequent term or condition (including those on forms of Purchaser) shall be of no effect unless contained in a written agreement signed by Purchaser and an authorized representative of Sears. Any shipment of Merchandise shall be deemed to be made only under the provisions of the Order, notwithstanding any terms or conditions that may be contained in any acknowledgement, invoice, bill of lading or other form used by Purchaser or Sears.

10. Prices. The Sears PartsDirect Commercial web site constitutes the revocable offer of Sears to sell Merchandise to Purchaser at the prices (collectively, the "Prices") quoted to Purchaser by Sears authorized representative or set forth on this web site (modified, if applicable, in a Pricing Agreement), subject to Purchaser’s satisfying the then current credit and other criteria of Sears. This offer is valid only on the day that Purchaser speaks with the Sears authorized representative or views the prices on the Sears web site, and shall be deemed revoked by Sears at 12:01 a.m. on the next day (unless otherwise explicitly set forth in a Pricing Agreement). Sears does not guarantee that the information contained on the Searts PartsDirect Commercial website will not contain errors, inaccuracies or omissions. Such errors, inaccuracies or omissions may relate to price or to product description or availability. Sears reserves the right to correct any error, inaccuracy or omission or to change or update the content of the website without prior notice to the Purchaser. Further, Sears reserves the right to refuse or cancel any Orders containing any error, inaccuracy or omission, whether or not the Order has been submitted, confirmed and/or your credit card has been charged. If your credit card has been charged for the purchase and your Order is canceled, Sears shall promptly issue a credit to your credit card. All Prices are in U.S. Dollars and exclude shipping and handling, and any taxes, duties or other charges, costs and expenses associated with the Order. The minimum order Price (less taxes, shipping and handling, and other charges) for any order is twenty-five dollars ($25.00); orders for less than twenty-five dollars ($25) will be processed without commercial discount.

11. Shipping and Handling, and Delivery Terms; Risk of Loss. Notwithstanding any shipping or similar services provided or arranged by Sears (or its affiliate), title and risk of loss to Merchandise shall pass to Purchaser upon loading of such Merchandise on trucks or other delivery vehicles at the Sears Retail Replenishment Center (or similar location). Unless Purchaser rejects any Merchandise within five (5) days after Purchaser’s actual receipt of such Merchandise, Purchaser shall be irrevocably deemed to have inspected and accepted such Merchandise. Purchaser shall not be entitled to incidental or consequential damages for any breach hereof by Sears or its assignees or delegates.

12. Taxes, Duties and Export Licenses. The Prices do not include, and Purchaser shall pay to Sears, any and all taxes applicable to the sale of Merchandise to Purchaser. Any increases in taxes, or additional taxes applicable to the sale of the Merchandise, shall be in addition to the Price and borne by Purchaser. If the transaction between Sears and Purchaser is exempt from any taxes, Purchaser shall provide Sears a certificate of its tax-exempt status or other evidence thereof that Sears shall request. Purchaser agrees to indemnify Sears for any countervailing duties finally assessed by any government or required to be deposited with respect to Merchandise exported hereunder. In the event that a deposit exceeds the finally determined countervailing duty, Purchaser shall refund to Sears such excess upon its receipt from the U.S. Customs Service. Purchaser shall secure all export licenses and any other necessary governmental approvals for transactions hereunder.

13. Payment. Sears may charge Purchaser for the aggregate Prices for an Order, together with the shipping and handling expenses determined by Sears and any taxes, duties or other charges, costs and expenses associated with the Order, at any time after receiving the Order by charging such amount to Sears Commercial One®, Visa®, MasterCard®, American Express®, Discover®, or other credit product which Purchaser selects and Sears approves. Purchaser acknowledges and agrees that Sears may apply such charges to Purchaser’s credit card even if all (or a portion of) the Merchandise ordered by Purchaser is on backorder or is otherwise not immediately available for shipment to Purchaser. Sears may charge Purchaser (through such credit product) for any other amounts Purchaser owes Sears relating directly or indirectly to that Order at any time after such amounts accrue. Each delivery of Merchandise shall be considered a separate transaction. If, at any time, any issuer of any credit product used by Purchaser for payments for Merchandise shall refuse or revoke such payment, Sears may, in addition to any other remedies available at law or hereunder, stop shipment on any pending Orders by Purchaser and refuse to accept future Orders from Purchaser.

14. Resale by Purchaser. Purchaser shall comply with all applicable federal, state and local laws, regulations and prohibitions of the United States, its territories and all countries in which Merchandise is delivered or sold. Seller shall not use or display the "Sears®" name or any other trademark, service mark, trade name or other commercial symbol owned by or associated with Sears (including, without limitation, "KENMORE®" and "CRAFTSMAN®") in any manner in connection with any Merchandise.

15. Defense of Claims. Purchaser shall, at its own cost and expense, defend Sears, its subsidiaries and affiliates, and any of their respective officers, directors, employees, licensees, agents, distributors and independent contractors (collectively, the "Indemnified Parties") from and against any and all allegations (even though such allegations may be false, fraudulent or groundless) asserted in any claim, action, lawsuit or proceeding involving any Indemnified Party arising out of or relating to any acts, errors or omissions of Purchaser, its subsidiaries or affiliates or any of their respective officers, directors, employees, licensees, agents, distributors and independent contractors (collectively, "Purchaser Parties") in connection with the Merchandise, other than claims, actions, lawsuits and proceedings involving only breaches of the warranties provided in Section 11 hereof (collectively, the "Claims"). Sears may, at its election, take control of the defense and investigation of any Claim, and may employ and engage attorneys of its own choice to manage and defend such Claims, at Purchaser’s cost, risk and expense, provided that Sears and its counsel shall proceed with diligence and good faith with respect thereto.

16. Indemnification. Purchaser shall hold harmless and indemnify the Indemnified Parties from and against any and all claims, demands, actions, lawsuits, proceedings, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and disbursements and costs of investigation) incurred by any of the Indemnified Parties in any claim, demand, action, lawsuit or proceeding between Purchaser and any Indemnified Party or between any Indemnified Party and any third party or otherwise arising directly or indirectly from any Claims.

17. Delays. Sears shall not be liable for any failure or delay in the performance of its obligations hereunder if the failure or delay results directly or indirectly, in whole or in part, from any act of any government or agency thereof (including its laws, rules or regulations or following any order, directive or request it makes), act of nature, inclement weather, war, strike, labor dispute, breakdown of machinery, failure in source of supply, failure in transportation, act of God, or other cause of circumstances beyond Sears control at a Sears facility or elsewhere which affects its ability to perform such obligations. In cases of such occurrences, deliveries shall be resumed when disabilities caused by such occurrence have ceased to exist, unless Sears, after such disabilities have existed for at least ninety (90) days, elects not to deliver Merchandise, in which event Sears may terminate any applicable Orders.

18. Allocation and Substitution. In the event of shortages of any of the Merchandise by reason of any of the events or conditions described in Section 9 hereof, Sears may allocate available Merchandise among its customers, whether or not under contract, as it shall deem equitable in its sole discretion. In the event any model of Merchandise shall be discontinued by the manufacturer, Sears may substitute therefor a similar model, and any increased cost to Sears of such substitution shall be borne exclusively by Purchaser.

19. Warranties. If and to the extent allowed by law and any contract to which Sears is a party or by which Sears is bound, the warranty applicable to each item of Merchandise shall be the warranty that was provided to Sears in its purchase of the Merchandise, as described on the Merchandise packaging or otherwise. In addition, Purchaser may return any Merchandise to Sears, and receive a credit therefor against future Merchandise purchases, at any time and for any reason within ninety (90) days after Purchaser's date of purchase of the Merchandise. Except for the warranty of title and as otherwise described above, SEARS HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE MERCHANDISE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The preceding sentence in no manner restricts the rights of any consumer to whom Purchaser resells Merchandise.

20. Returns. Minimum parts return is twenty-five dollars ($25.00) and Purchaser shall pay to Sears a twenty-five percent (25%) restocking charge and all shipping and handling charges with respect to any return of non-defective Merchandise to Sears, thirty (30) days after date of purchase (according to the provisions of Section 11 above). Sears shall pay all shipping and handling charges with respect to Purchaser's return of defective Merchandise to Sears (according to the provisions of Section 11 above). All returns must be accompanied by Sears originally issued packing slip describing the Merchandise.

21. Shipments to a Subsidiary or Affiliate. The parties hereto acknowledge that Merchandise might be delivered to a corporation, limited liability company or other entity that is partially or wholly owned by or under common control with Purchaser. All such shipments shall be considered shipments to Purchaser, and Purchaser unconditionally guarantees payment for all Merchandise and services shipped or rendered to such entity and full performance of all obligations incurred by such entity.

22. Costs. Upon Purchaser’s breach of the provisions of any Order, or if the issuer of any credit product used by Purchaser for payment for Merchandise refuses or revokes such payment, then Purchaser shall pay Sears any and all costs of exercising its rights and remedies hereunder, including collection costs, attorneys’ fees and other legal expenses.

23. Waiver. The terms, covenants and conditions under any Order or Pricing Agreement may be waived only by a written instrument executed by the party waiving compliance. No waiver by any party of, or failure of any party to enforce, any condition or breach of any provision, term or covenant contained in any Order or any Pricing Agreement in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or of the breach of any such or any other provision, term or covenant of any Order or Pricing Agreement. Acceptance of less than full payment by Sears shall not constitute a waiver of any type.

24. Assignment. No right, interest or obligation under any Order or Pricing Agreement may be assigned or delegated by Purchaser. Sears may assign all or any part of its rights and obligations under any Order or Pricing Agreement without restriction. The successors, permitted assignees, heirs and personal representatives of the parties hereto shall be bound by these terms.

©2003 Sears, Roebuck and Co.