ACCEPTANCE

Acceptance of any order is subject to credit approval by Electrical Parts, acceptance of the order by Electrical Parts and, when applicable, Electrical Parts’ vendor (i.e. manufacturers, vendors, or other third parties that provide goods to Electrical Parts for resale to Buyer (“Vendors”)). If Electrical Parts, in its sole discretion, determines that Buyer’s ability to pay or credit becomes unsatisfactory or it has reasonable grounds for insecurity, Electrical Parts reserves the right, upon notice to Buyer, to demand adequate assurance of due performance from Buyer and/or terminate this agreement with no liability to Electrical Parts. BY REQUESTING A QUOTE FROM ELECTRICAL PARTS OR PRESENTING AN ORDER TO ELECTRICAL PARTS, BUYER CONFIRMS THAT THESE TERMS & CONDITIONS SHALL GOVERN ALL PURCHASES OF GOODS, MATERIALS AND/OR SERVICES PROVIDED TO BUYER BY ELECTRICAL PARTS (COLLECTIVELY “GOODS”) BY BUYER FROM ELECTRICAL PARTS. ELECTRICAL PARTS OBJECTS TO AND REJECTS ANY CHANGES OR ADDITIONAL OR DIFFERENT TERMS (CONTAINED IN A PURCHASE ORDER ACCEPTED BY ELECTRICAL PARTS, OR OTHERWISE) AND NO SUCH TERMS WILL CHANGE THESE TERMS & CONDITIONS UNLESS ACKNOWLEDGED IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF ELECTRICAL PARTS. NO ELECTRICAL PARTS EMPLOYEE OR AGENT HAS THE AUTHORITY TO MODIFY THESE TERMS & CONDITIONS VERBALLY. ELECTRICAL PARTS OBJECTS TO AND REJECTS ANY TERMS BETWEEN BUYER AND ANY OTHER PARTY, AND NO SUCH TERMS, INCLUDING BUT NOT LIMITED TO ANY GOVERNMENT REGULATIONS OR “FLOWDOWN” TERMS, SHALL BE A PART OF OR INCORPORATED INTO ANY ORDER FROM BUYER TO ELECTRICAL PARTS, UNLESS AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF ELECTRICAL PARTS.

PRICES AND TAXES

Buyer agrees to pay the prices quoted by Electrical Parts and is responsible for additional applicable shipping and handling charges, taxes and duties. Electrical Parts shall collect applicable taxes. Buyer agrees to indemnify the Electrical Parts for any tax, penalty and interest incurred as a result of Electrical Parts’ good faith calculation of state taxes. Prices on special-order Goods may be subject to change before shipment; Electrical Parts shall notify Buyer of any change, and Buyer may at its discretion cancel the special-order Goods if the revised prices are unacceptable, without charge other than applicable Vendor related charges. Any increase in Electrical Parts’ costs associated with the imposition of new tariffs after the date of quotation may be passed through to Buyer. Electrical parts reserve the right to cancel orders that have pricing errors.

PAYMENT AND SET OFF

Payment terms are 30 days net from the invoice date or upon such other terms approved by Electrical Parts in writing. Retainage shall not apply, and Buyer shall not hold back any retainage from Electrical Parts, even if retainage is part of any contract between Buyer and any other party. Payment is not contingent on Buyer’s ability to collect or obtain funds from any other party. Credit card sales are billed at the time of purchase. Buyer expressly represents it is solvent at the time it places any order with Electrical Parts. Electrical Parts, in its sole discretion, may determine that Buyer’s financial condition requires full or partial payment prior to manufacture or shipment. Electrical Parts may obtain and use your credit history for credit evaluation purposes. Electrical Parts may apply payments to any outstanding invoices unless Buyer provides a specific payment direction. Electrical Parts may at all times set off any amount that Buyer, or any affiliate of Buyer, owes to Electrical Parts against any amount that Electrical Parts, or any Electrical Parts affiliate, owes to Buyer.

REMEDIES FOR NON-PAYMENT

If Buyer fails to make any payment when due, Electrical Parts reserves the right to suspend performance. Buyer agrees to pay a charge on all amounts past due at the rate of 1 ½% per month (18% per year) or the maximum lawful rate, whichever is less. In the event of non-payment, Buyer agrees to pay Electrical Parts’ reasonable attorney fees and court costs, if any, incurred by Electrical Parts to collect payment and all applicable interest charges. Buyer acknowledges that transactions to which these terms relate are commercial transactions. To the extent not contrary to applicable law, Buyer (i) waives any available homestead exemption, (ii) irrevocably authorizes Electrical Parts to appoint a representative to appear in a court of competent jurisdiction to confess a judgment without process in Buyer’s favor for such amount that remain unpaid, and (iii) consent to immediate execution upon any such judgment. Buyer voluntarily and knowingly waives its right to notice, demand, presentment, protest and any hearing to which it may be entitled under any state or federal law relating to any right or remedy (including prejudgment remedies) that Electrical Parts may elect to use or of which it may avail itself.

IMPORTANT NOTICE: A CONFESSION OF JUDGMENT PROVISION AND OTHER WAIVERS CONTAINED HEREIN CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE. IF YOU DO NOT PAY ON TIME, THESE WAIVERS ALLOW ELECTRICAL PARTS TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT FURTHER NOTICE OR YOUR PRIOR KNOWLEDGE. YOU ARE GIVING UP YOUR RIGHT TO NOTICE AND TRIAL. ELECTRICAL PARTS MAY OBTAIN JUDICIAL REMEDIES TO COLLECT AMOUNTS DUE REGARDLESS OF ANY CLAIMS YOU MAY HAVE (INCLUDING WITHOUT LIMITATION, CLAIMS FOR RETURNED OR FAULTY GOODS, FAILURE BY ELECTRICAL PARTS TO COMPLY WITH THIS AGREEMENT, OR ANY OTHER CAUSE).

TITLE AND RISK OF LOSS OR DAMAGE

As to Goods delivered by Electrical Parts’ truck, title passes upon delivery at the place Buyer receives possession; and, thereafter, all risk of loss or damage shall be on Buyer. All other sales are F.O.B., point of shipment, and Buyer takes title and assumes responsibility for risk of loss or damage at the point of shipment for such sales. Claims for Goods damaged in transit are Buyer’s sole responsibility when not delivered by Electrical Parts’ truck.

QUOTATIONS

All quotations expire thirty (7) days from the date of the quotation unless otherwise noted on the quotation. This time limit applies even if Buyer uses the quotation to submit a job or project bid to any other party.

ASSIGNMENT

An order shall not be assigned by Buyer without the express written consent of Electrical Parts. Consent will not be required, however, for internal transfers and assignments

as between either party and its affiliates, and nothing herein shall limit either party’s right to factor or sell receivables.

RETURN OF PRODUCTS AND ORDER CANCELLATION

Electrical Parts shall accept returns of normal stock Goods for a period of thirty (30) days following shipment for exchange or refund of the purchase price; provided, that Goods must be in their original cartons, unopened and unused. All returns are subject to a 15% restocking fee, which may be reduced at our discretion. Stock returns that are used, opened, and/or not in their original packaging may be subject to a minimum 15% restocking fee or the return may be refused based on the condition of the returned material. Non-stock returns will generally be disallowed except for situations where a returns material authorization or appropriate credit has been provided by the Vendor. Applicable sales tax will be refunded where allowed by applicable law or statute. All shipments where the shipping/freight was waived will be subject to the cost of the shipment being deducted from the refund. Electrical parts will not provide return shipping for any items or pay for the return costs.

TERMINATION

Either party may terminate the whole or any part of the other party’s performance under any order if (a) there is a material breach of these Terms & Conditions of Sale and the breaching party does not cure such failure within ten (10) days of written notice by the non-breaching party; provided, that the non-breaching party may require the breaching party to continue its performance to the extent not terminated; (b) the other party ceases to conduct operations in the normal course of business, (c) any proceeding under any bankruptcy or insolvency laws is brought by or against the other party, (d) a receiver is appointed or applied for by the other party, or (e) an assignment for the benefit of creditors is made by the other party.

INTERPRETATION RESPONSIBILITY; PRODUCT USE AND SAFETY

Electrical Parts does not guarantee that the Goods it sells conform to any plans and specifications or intended use. When plans and specifications are involved, Buyer is solely responsible for verifying Electrical Parts’ interpretations of such plans and specifications, and it is Buyer’s sole responsibility to assure that Electrical Parts’ Goods will be accepted on any specific job. When Electrical Parts offers substitute Goods on any proposal, Buyer is solely responsible for confirming their acceptability. BEFORE BUYER USES OR INSTALLS ELECTRICAL PRODUCTS, IT IS BUYER’S RESPONSIBILITY TO CONSULT THE NATIONAL ELECTRIC CODE AND ANY PERTINENT LOCAL, STATE OR NATIONAL CODES, RULES OR REGULATIONS FOR APPROVED INSTALLATION PROCEDURES AND PRECAUTIONS. NOTHING ELECTRICAL PARTS SELLS IS FOR USE IN CONNECTION WITH “SAFETY-RELATED” APPLICATIONS OF A NUCLEAR FACILITY OR ANY HAZARDOUS ACTIVITY WHERE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY.

DELIVERY

Electrical Parts is a distributor and not a manufacturer and factory shipping dates given in advance of actual shipment are approximate and not guaranteed.

EXCUSABLE DELAYS

Electrical Parts shall have no liability if its performance is delayed or prevented by causes beyond its reasonable control, including, without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to perform by Electrical Parts’ Vendor, or any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay. Should shipments be held or stored beyond the delivery date for convenience of Buyer, Electrical Parts may, at its option, assess reasonable charges for any expense incident to such delay.

CLAIMS

Claims for any nonconforming Goods must be made by Buyer, in writing, within ten (10) days of Buyer’s receipt of such Goods and must state with particularity all material facts concerning the claim then known to Buyer. Failure by Buyer to give notice within such ten (10) day period shall constitute an unqualified acceptance of such Goods by Buyer, and a waiver of any right to reject or revoke acceptance of such Goods.

WARRANTIES

(a)     Electrical Parts warrants that all Goods sold are new and, upon payment in full by Buyer of the Goods, free and clear of any security interests or liens. Buyer’s exclusive remedy for breach of such warranties shall be replacement with a new product or termination of any security interests or liens. Electrical Parts is a distributor and not a manufacturer and makes no independent warranties other than those set forth herein.

(b)     Electrical Parts shall also assign to Buyer any Vendor warranties and/or remedies provided to Electrical Parts by its Vendor.

(c)     ELECTRICAL PARTS DISCLAIMS ANY AND ALL WARRANTIES AND/OR INDEMNIFICATIONS AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY NATURE. ELECTRICAL PARTS SHALL, IF GIVEN PROMPT NOTICE BY BUYER OF ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT WITH RESPECT TO ANY GOODS SOLD HEREUNDER, REQUEST THE MANUFACTURER TO GRANT FOR THE BUYER SUCH WARRANTY OR INDEMNITY RIGHTS AS THE MANUFACTURER MAY CUSTOMARILY GIVE WITH RESPECT TO SUCH GOODS.

(d)     THERE ARE NO OTHER WARRANTIES WRITTEN OR ORAL, EXPRESS, IMPLIED OR BY STATUTE. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES. NO REPAIR OF GOODS OR OTHER COSTS ARE ASSUMED BY ELECTRICAL PARTS UNLESS AGREED TO, IN ADVANCE, IN WRITING. UNLESS AGREED TO IN ADVANCE IN WRITING, WARRANTIES ARE ONLY VALID IN THE UNITED STATES OF AMERICA AND ITS TERRITORIES. REPAIR OR REPLACEMENT SHALL BE AT THE ORIGINAL PLACE OF DELIVERY.

LIMITATIONS OF LIABILITY

UNLESS APPLICABLE LAW OTHERWISE REQUIRES, ELECTRICAL PARTS’ AND ANY VENDOR’S TOTAL LIABILITY TO BUYER, BUYER’S CUSTOMERS OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS & CONDITIONS, FROM THE USE OF THE GOODS FURNISHED OR FROM ANY ADVICE, INFORMATION OR ASSISTANCE PROVIDED BY ELECTRICAL PARTS (BY ANY METHOD, INCLUDING A WEB SITE), IS LIMITED TO THE PRICE OF THE GOODS GIVING RISE TO THE CLAIM. NEITHER ELECTRICAL PARTS NOR ITS VENDORS SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, INCIDENTAL, DIRECT, CONSEQUENTIAL OR PENAL DAMAGES (INCLUDING, BUT NOT LIMITED TO BACKCHARGES, LABOR COSTS, COSTS OF REMOVAL, REPLACEMENT, TESTING OR INSTALLATION, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED GOODS, DAMAGE TO ASSOCIATED GOODS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF GOODS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME, OR CLAIMS FROM BUYER’S CUSTOMERS OR OTHER PARTIES). IF ELECTRICAL PARTS FURNISHES BUYER WITH ADVICE OR OTHER ASSISTANCE WHICH CONCERNS ANY GOODS SUPPLIED HEREUNDER, OR ANY SYSTEM OR EQUIPMENT IN WHICH ANY SUCH GOODS MAY BE INSTALLED, AND WHICH IS NOT REQUIRED PURSUANT TO THESE TERMS & CONDITIONS, THE FURNISHING OF SUCH ADVICE OR ASSISTANCE WILL NOT SUBJECT ELECTRICAL PARTS TO ANY LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS.

MISCELLANEOUS

(a)     If Goods are sold for export, Electrical Parts’ Standard Terms & Condition for Export Sales apply. Acceptance of export orders is not valid unless confirmed in writing by Electrical Parts. Buyer, NOT Electrical Parts, is responsible for compliance with all United States export control rules and regulations. Buyer shall not name Electrical Parts as shipper or exporter of record in connection with the export of any Goods purchased from Electrical Parts.

(b)     Electrical Parts rejects questionable orders and payments: Except for pre-approved credit arrangements, Electrical Parts rejects third-party payments, cashiers’ checks, money orders and bank drafts. Electrical Parts accepts only checks imprinted with Buyer’s name; wire transfers originated in Buyer’s account; letters of credit with Buyer as account party; and credit or debit cards in Buyer’s name. All payments must be by single instrument in the amount of the invoice, less credits, from banks acceptable to Electrical Parts.

(c)     These Terms & Conditions and all disputes related to it shall be governed by the laws of the State of New York, United States of America, without giving effect to its conflict of law rules.

(d)     For the purposes of these Terms & Conditions, the term “Buyer” shall mean the Buyer party set forth on the quotation or other sales agreement to which these Terms & Conditions are attached or in which they are incorporated by reference.

(e)     For the purposes of these Terms & Conditions, “Electrical Parts” means Electrical Parts, its subsidiaries, parent companies, and affiliated businesses.

(f)       Electrical Parts reserves the right to cancel shipments placed for resale or drop ship to the purchaser’s customers.