TERMS AND CONDITIONS

Use of this website and/or any other sites owned or operated by eOrders, LLC (the “Sites”) is governed by the policies, terms and conditions set forth below. Please read them carefully. If you visit, shop or place an order on any Site, you accept these terms and conditions.

Copyright and Trademark Notice:
Unless otherwise specified, all materials appearing on the Sites, as well as the selection, assembly and arrangement of such materials, are the sole property of eOrders, LLC (“eOrders”) and/or its merchants, sponsors or licensors and are protected by United States and international copyright laws. You are hereby granted a non-exclusive license to view and print the contents of the Sites (the “Content”) for your personal use only. Except as expressly provided herein, all rights in the Content and the Sites are reserved.

Terms with Respect to Orders:

Ordering. All orders of goods through the Sites are subject to approval and acceptance by the applicable merchant of such goods. Acknowledgment of an order by the Sites does not by itself constitute acceptance of the order.

Changes. You may not cancel an order after the applicable merchant has accepted the order. If you wish to change an order, you may do so in a timely manner using the “Contact Us” section of the applicable Site or by calling the merchant directly. Such changes are subject to the merchant’s acceptance, in its sole discretion. Acknowledgment of a requested change by the Sites does not itself constitute acceptance of the change.

Duplicate Orders. Each Site is designed to give you opportunities to review and confirm orders before they are finalized. If you duplicate an order by completing this process more than once, or by placing an order both through a Site and through another method, you will be responsible for the price of the duplicate orders, unless the applicable merchant agrees otherwise.

Pricing. The price for goods ordered through the Sites shall be as posted on the applicable Site when eOrders receives your order. eOrders reserves the right to change prices or specifications from time to time. eOrders also reserves the right to correct errors in prices or specifications at any time. Neither eOrders nor any of its merchants have any obligation to accept or fulfill any orders based on erroneous prices or specifications, and we reserve the right to revoke acceptance of any such orders.

Taxes and Delivery Charges. Unless otherwise stated on the applicable Site, prices shown on the Sites do not include sales or other taxes or delivery charges. Any applicable taxes and delivery charges will be added to the price at the time of pickup or delivery.

Payment. All payments for goods ordered through the Sites must be made either by credit card on the Site or at the time of pickup or delivery.

Delivery Times. Delivery times are approximate.

Limited Warranty:
You expressly agree that your use of the Sites is at your own risk. eOrders does not warrant that your use of the Sites will be uninterrupted or error-free; nor does it make any warranty as to the accuracy, reliability or currency of any information or Content available on or through the Sites.

THE SITES AND THE CONTENT THEREOF ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

All goods offered for sale on and/or through the Sites are offered by, and sales will be made directly by, eOrders’ merchants. You agree to look solely to the merchant of those goods with respect to any and all claims concerning such goods. EORDERS DOES NOT MAKE ANY WARRANTIES OF ANY KIND, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES (INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE GOODS OFFERED FOR SALE ON AND/OR THROUGH THE SITES.

IF EORDERS CANNOT LAWFULLY DISCLAIM ANY OF THE WARRANTIES DISCLAIMED ABOVE, ALL SUCH WARRANTIES ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. SOME STATES DO NOT ALLOW DISCLAIMER OF IMPLIED WARRANTIES AND/OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

Limitation of Liability:
UNDER NO CIRCUMSTANCES SHALL EORDERS OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SITES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES DIRECTLY OR INDIRECTLY RELATING TO GOODS ORDERED OR OBTAINED FROM THE SITES, EVEN IF EORDERS WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Export:
The U.S. export control laws regulate the export and reexport of goods, services and technology originating in the United States. You agree not to transfer, by electronic transmission or otherwise, any Content derived from the Sites to either a foreign national or a foreign destination in violation of such laws. eOrders makes no representation that the Sites or the Content are appropriate or available for use in locations outside the U.S., and accessing them from territories where such access is illegal is prohibited.

Online Conduct:
You agree to use the Sites only for lawful purposes. All users are prohibited from posting on or transmitting through the Sites any unlawful, harmful, threatening, abusive, defamatory, obscene or otherwise objectionable material of any kind. eOrders reserves the right to remove any Content that it deems in its sole discretion to be a violation of any law or of these Terms and Conditions. eOrders may elect to electronically monitor the user-submit areas of the Sites and may disclose any Content, records or electronic communication of any kind (i) to satisfy any law, regulation or government request; (ii) if such disclosure is necessary or appropriate to operate the Sites; or (iii) to protect the rights or property of eOrders, its users, merchants, sponsors or licensors.

Notwithstanding the foregoing, eOrders is not responsible for screening, policing, editing or monitoring the Content. Neither eOrders, its affiliates, nor any of their respective merchants, sponsors or licensors shall be liable for any action or inaction with respect to conduct, communication or Content on the Sites.

Violations; Indemnification:
eOrders may terminate your access to or use of the Sites, without notice, for any conduct that eOrders, in its sole discretion, believes is in violation of any applicable law or these Terms and Conditions, or is harmful to the interests of any third party. You agree, at your own expense, to indemnify, defend and hold harmless eOrders, its affiliates and their respective officers, managers, members, employees, agents, merchants, sponsors and licensors from and against any and all claims which may be asserted against such parties, and all damages incurred by them, as a result of your use of the Sites and/or any violation of these Terms and Conditions.

Choice of Law and Forum:
These Terms and Conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its rules regarding conflicts of law. You expressly agree that the state and federal courts located in the Eastern District of Pennsylvania shall have exclusive jurisdiction over all claims arising out of these Terms and Conditions and your use of the Sites, and you irrevocably submit to the personal jurisdiction of such courts.

Severability:
If any provision of these Terms and Conditions is held to be illegal, unenforceable or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the remaining portions or provisions will not be affected, but will continue in full force and effect.

Entire Agreement:
This Agreement represents the entire understanding between you and eOrders regarding your use of the Sites and supersedes any prior statement or representations.

Amendment:
eOrders may modify these Terms and Conditions from time to time in its sole discretion, without notice to you. Your right to access the Sites is conditioned on an ongoing basis with your compliance with the then-current version of these Terms and Conditions. Your continued access and/or use of the Sites after revision or modification of these Terms and Conditions shall constitute acceptance by you of all such revisions and modifications.


596933.2 8/11/03