Del City Interactive Catalog 2017 Page 335 Terms & Conditions of Sale

335 terms & conditions of sale f:1.800.431.1293 1.800.654.4757 Unless otherwise agreed to by Del City in writing, the following terms and conditions (Agreement) apply to all purchases of Products. By placing an order for Products, you accept and agree to be bound to this Agreement. If you have placed an order, but do not wish to be bound to this Agreement, then you must either (i) promptly cancel such order in accordance with the Cancellation Policy (as defined below), or (ii) return the order in accordance with the Return Policy (as defined below). DEFINITIONS . Del City means Del City, a business unit of Power Products, LLC. Buyer or you means you and/or any ofyour iliates that place an order for Products. Products includes Standard Products and Special Products. Standard Products are products (i) that have not been modified especially for a Buyer, and (ii) are available to the general public for purchase from Del City. Special Products are products that (i) are not a Standard Product, (ii) are a custom product or a modification of a Standard Product done at the request of or especially for a Buyer, or (iii) have been marked or labeled according to a Buyer's specifications. ORDERS . All orders are subject to acceptance by Del City, which acceptance will be indicated by (i) written confirmation, (ii) electronic confirmation, or (ii) fulfillment and shipment of such order. Products must be ordered in standard pack quantities where applicable. Del City reserves the right to supply less than the quantity ordered of any Product, at any time and without notice. All orders shall be deemed to be fully accepted by Buyer unless Del City receives written notification to the contrary within fourteen (14) days of the invoice date of such order. PRICES . All orders for Standard Products will be invoiced at the price in effect on the date the order was accepted, and all orders for Special Products will be invoiced at the price in effect at the time of shipment. All prices are subject to change without notice and are subject to shortages in materials or resources and increases in the cost of manufacturing. Taxes and shipping and handling charges are not included in Product prices. Unless otherwise agreed to by Del City in writing, all costs, fees and expenses associated with the shipment of Products or the insurance of such products while in transit shall be paid by Buyer, and will be calculated and added to the order prior to shipment. TAXES AND FEES. All taxes, assessments, fees, and charges applied or imposed by any government relating to the sale, delivery, shipment or use of Products will be added to the purchase price of Products and will be paid by Buyer, except to the extent that Buyer provides Del City with an acceptable tax exemption certificate. Note: For shipments to Illinois, Del City does not collect tax on freight; however, applicable sales tax on freight charges are paid by Del City to the state of Illinois. Use Tax Notice: Del City is not required to and does not collect sales or use tax in certain states, such as Kentucky. Buyer may be subject to use tax under applicable state law unless the purchase is exempt from taxation; however, a purchase may not be exempt merely because it is made over the Internet, by catalog, or by other remote means. Certain states require their residents to report all purchases of tangible personal property that are not taxed by Del City and pay use tax on such purchases unless exempt under applicable law. Residents of Kentucky and other states where use tax rules may apply should refer to their state's sales and use tax laws for more information. DELIVERY. Unless otherwise agreed to by Del City in writing, all orders will be delivered FOB shipping point. Scheduled shipping dates are estimates, and subject to change without notice. Unless otherwise agreed to by Del City in writing, actual delivery dates are not of the essence. Del City will have no liability to Buyer or any third party with regard to any delay in delivery, regardless of the reason. CANCELLATION POLICY. No orders which have been received by Del City may be cancelled or revised by Buyer except with Del City's prior written consent and upon payment of reasonable cancellation charges compensating Del City for all costs incurred in work done and material purchased. Del City reserves the right (i) to determine what constitutes reasonable cancellation charges, and (ii) to cancel any order at any time if Buyer becomes insolvent or is in breach of any applicable law or any term of this Agreement. Orders for Special Products are non-cancellable. TITLE AND RISK OF LOSS. Title to each order for Products shall pass from Del City to Buyer upon Del City's tender of such order to the initial carrier. Loss or damage that occurs during shipping shall be Buyer's responsibility. Acceptance of an order from the final carrier constitutes a waiver of any claims against Del City for delay, damage or losses arising from such order. CREDIT AND PAYMENTS . Payment terms are net 30 days. Visa, MasterCard, American Express and Discover/Novus payments are accepted. No charges will be made to your credit card until the product has been shipped. All payments must be in U.S. dollars. Invoices are due and payable within the time period noted on Buyer's invoice, or if not noted, then within thirty (30) days, measured from the date of the invoice. Account credit may be approved for qualified Buyers, subject to continuing credit approval by Del City. Del City reserves the right to withdraw credit at any time and for any reason. Del City may invoice parts of an order separately or may invoice purchases of Products in one invoice. OVERDUE ACCOUNTS. Timely payment for all invoices is of the essence. Del City reserves the right to charge Buyer a late penalty of 1.5% per month applied against undisputed overdue amounts, or the maximum rate permitted by law. Del City shall have the right to set-offand deduct from any credit balance any sums owed from Del City. If Buyer fails to make payment in accordance with the payment terms specified by Del City, Del City may, without any liability to Buyer, defer shipments until such payment is made, or may, at its option, cancel all or any part of the unshipped order. Buyer shall be liable to Del City for all collection expenses, including reasonable attorney's fees and court costs, incurred by Del City in attempting to collect any amounts due from Buyer. CREDIT BALANCES. Unless otherwise agreed to by Del City in writing, Buyer must use any credit balances that have been issued by Del City within one (1) year of issuance. IF NOT APPLIED OR REQUESTED WITHIN SUCH PERIOD, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND DEL CITY SHALL HAVE NO FURTHER LIABILITY WITH RESPECT THERETO. CORRECTIONS. Del City is not responsible for pricing, typographical, or other errors in any offer, catalog, price list or quotation, and reserves the right to cancel orders arising from such errors. SPECIAL PRODUCTS. All drawings, designs or specifications for Special Products must be mutually agreed upon in a written document signed by both parties. Orders for Special Products are non-cancellable and nonreturnable. If Buyer rejects any delivery of Special Products, in whole or in part, Buyer is still liable for the full purchase price of such order. RETURN POLICY. Subject to certain restrictions, new, unused, and unopened Standard Products may be returned to Del City after receiving a Return Merchandise Authorization (RMA) from Del City (Authorized Returns). To obtain an RMA, contact your Del City Buyer Service Representative. Authorized Returns received more than 30 days after initial delivery are subject to a minimum 20% restocking fee. Authorization will not be given for the return of Products (i) which are discontinued Products, (ii) which were not invoiced within the previous twelve (12) month period, or (iii) which are Special Products. Unauthorized returns may be refused and\or returned freight collect. Authorized Returns must be in their original or equivalent packaging, and, unless otherwise agreed to by Del City in writing, Buyer is responsible for risk of loss and shipping and handling fees for Authorized Returns. The Return Value for Authorized Returns shall be the lesser of (i) the prevailing fair market value of such products at the time the RMA is issued or (ii) Buyer's original purchase price for the products, adjusted for bundling and promotional pricing, if applicable. The Return Value shall be paid in the form of a credit to Buyer's account to be used for future purchases of Products. Special Products and discontinued Standard Products are nonreturnable. DISCONTINUED PRODUCTS. Del City may modify or discontinue Products at any time without prior notice to Buyer. A change in a Product may occur after a Buyer places an order but before Del City ships the Products. As a result, the Products a Buyer receives might display minor differences from Products requested in a Buyer order. However, modified or substituted Products will meet or exceed all material specifications of the original Products requested in such order. Discontinued Standard Products are nonreturnable. TERMS AND CONDITIONS OF SALE

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