I. PRICES- Prices quoted are those in effect at the time of quotation or order entry. Prices invoiced will reflect increases passed on to Industrial Supply Company, by its suppliers after the date of quotation, unless otherwise specifically stated in the body of the quotation or order. Prices are F.O.B. point of manufacture of shipment. Unless set forth, the BUYER agrees to pay all expenses including but not limited to transportation, handling, insurance, sales, excise and other applicable taxes levied on the BUYER or Industrial Supply Company in conjunction with this sale.

II. TERMS OF PAYMENT- Terms of payment unless otherwise quoted in writing shall be 1% 10th prox Net 30 days. It is agreed that the BUYER will pay all invoices in accordance with the stated terms and interest will be accessed on delinquent invoices at the rate of 1 1/2% per month (18% A.P.R.) together with any court costs, attorney's fees and costs of collection the seller may incur in enforcing the terms of this agreement. If legal action becomes necessary by either seller or buyer, it is also agreed that this or any contemporaneous or subsequent agreement will be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of Indiana. The BUYER further grants to the seller a security interest in the BUYER'S equipment, contract rights, inventories, receivables and proceeds of sales as collateral to secure the BUYER'S performance of all obligations. The BUYER further authorizes the seller to file a financing statement without the BUYER'S signature.

III. CANCELLATION AND CHANGES- Changes made in the specifications shall be valid only if in writing signed by authorized representatives of the BUYER and Industrial Supply Company. Industrial Supply Company reserves the right to charge the BUYER with any additional expense caused by changes on any order. Changes made in shipping schedules or complete cancellation must be requested in writing. All such changes may be subject to charges imposed by the manufacturer, or may be refused altogether.

IV. RETURNS- In the event there is a problem attributable to an error committed by Industrial Supply Company personnel, full credit will be granted. On items served from our stock, a 15% restocking charge of the original invoice price will be assessed subject to inspection. If the item has not been stored properly while in the BUYER'S possession and requires conditioning, additional charges may be imposed. Industrial Supply Company will not accept any return of special ordered items for a specific application without prior written approval. Approval may be requested by contacting your sales representative or one of our inside sales personnel. Special ordered items are subject to the manufacturer's terms and a 5% processing fee. Electrical products which are not defective and not attributable to Industry Supply Company's error will not be accepted for credit.

V. LIMITED WARRANTY AND DISCLAIMER- All equipment manufactured by others but sold by Industrial Supply Company shall carry only such warranty as the manufacturer may give to Industrial Supply Company and Industrial Supply Company expressly passes on such warranty to the BUYER. Such warranty may exclude merchantability and fitness for particular purpose and may limit both consequential and incidental damages. Except as specifically provided above, Industrial Supply Company disclaims any and all express and implied warranties without respect to or in anyway relating to equipment, including without limitation the warranty of merchantability and the warranty of fitness for a particular purpose.

VI. LIMITATION OF LIABILITY AND REMEDIES- Industrial Supply Company shall not be liable or responsible for consequential damages or incidental damages for any cause arising out of or in connection with this agreement, including, but not limited to downtime, overhead, labor, damage to machinery, interruption or spoiled production, loss of profit, accident or injury.

VII. ERRORS- Industrial Supply Company reserves the right to correct any typographical or clerical errors which may be present in the prices, specifications, or acknowledgments.

VIII. DELAYS- Industrial Supply Company shall not be responsible for delay in delivery or any other nonperformance of this agreement due to causes beyond its control, labor disputes or any other similar or dissimilar causes including but not limited to transportation availability, material shortages, or delay in delivery or failure to deliver by Industrial Supply Company's suppliers.

IX. SHORTAGES- No claim for shortage or error will be considered unless submitted in writing to Industrial Supply Company within ten (10) days after receipt of shipment by the BUYER.

X. WAIVER- There are no rights, warranties, or conditions expressed or implied, statutory or otherwise, other than those herein contained. This agreement contains the entire agreement between the BUYER and Industrial Supply Company and can be modified or rescinded only by a writing signed by other parties. No waiver of any provision of this agreement shall be binding unless in writing signed by an authorized representative of the party against whom the waiver is asserted, and unless expressly made generally applicable shall only apply to the specific cause for which the waiver is given. Failure of either party to insist upon strict performance of this agreement shall not be construed as a waiver of any terms or conditions thereof.