Risk of Loss

Southern Tool Supply will arrange for shipment of ordered product(s) to the Customer, Southern Tool Supply will advise Customer of estimated shipping dates, but Southern Tool Supply will, under no circumstances, be responsible for delays in delivery, and associated damages, due to events beyond its reasonable control, including without limitation, acts of God or public enemy, acts of federal, state or local government, fire, floods, civil disobedience, strikes, lockouts, and freight embargoes.

Governing Law and Jurisdiction

Any dispute arising out of or related to these Terms and Conditions or the sales transaction between Southern Tool Supply and Customer shall be governed by the laws of the State of Kentucky, without regard to its conflicts of law rules. Specifically, the validity, interpretation, and performance of this agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Southern Tool Supply and Customer consent to the exclusive jurisdiction and the exclusive venue of the State Courts of the State of Kentucky, Jefferson County, to resolve any dispute between them related hereto, and the parities waive all rights to contest this exclusive jurisdiction and venue of such Courts. Finally, the Customer also agrees not to bring any legal action, based upon any legal theory including contract, tort, equity or otherwise, against Southern Tool Supply that is more than one year after the date of the applicable invoice.

Waiver

The failure of either party to require performance by the other party of any provision of this agreement shall not affect in any way the first party's right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision in this agreement shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in writing.

Entire Agreement

These terms and conditions, together with Southern Tool Supply invoice regarding the products ordered by Customer, are the complete and exclusive agreement between Southern Tool Supply and Customer, and they supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties, and all other communications between LouisvilleToolLiquidators.com and Customer relating to the subject products. This agreement may not be explained or supplemented by any prior course of dealings or trade by custom or usage.