Del City Catalog

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 *HUJLSSH[PVU 7VSPJ` HZ KLÄULK ILSV^ VY PP YL[\YU [OL VYKLY PU HJJVYKHUJL ^P[O [OL 9L[\YU 7VSPJ` HZ KLÄULK ILSV^ DEFINITIONS. “Del City” means Del City, a business unit of Power Products,. “Buyer” or “you” means you and/or any VM `V\Y HɉSPH[LZ [OH[ WSHJL HU VYKLY MVY 7YVK\J[Z ¸7YVK\J[Z¹ includes Standard Products and Special Products. “Standard 7YVK\J[Z¹ HYL WYVK\J[Z P [OH[ OH]L UV[ ILLU TVKPÄLK LZWLJPHSS` 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 TVKPÄJH[PVU VM H :[HUKHYK 7YVK\J[ KVUL H[ [OL YLX\LZ[ VM or especially for a Buyer, or (iii) have been marked or labeled HJJVYKPUN [V H )\`LY»Z ZWLJPÄJH[PVUZ ORDERS. All orders are subject to acceptance by Del City, ^OPJO HJJLW[HUJL ^PSS IL PUKPJH[LK I` P ^YP[[LU JVUÄYTH[PVU PP LSLJ[YVUPJ JVUÄYTH[PVU VY PP M\SÄSSTLU[ HUK ZOPWTLU[ VM Z\JO VYKLY 7YVK\J[Z T\Z[ IL VYKLYLK PU Z[HUKHYK WHJR X\HU[P[PLZ where applicable. Del City reserves the right to supply less than [OL X\HU[P[` VYKLYLK VM HU` 7YVK\J[ H[ HU` [PTL HUK ^P[OV\[ notice. All orders shall be deemed to be fully accepted by Buyer \USLZZ +LS *P[` YLJLP]LZ ^YP[[LU UV[PÄJH[PVU [V [OL JVU[YHY` ^P[OPU fourteen (14) days of the invoice date of such order. PRICES. All orders for Standard Products will be invoiced at [OL WYPJL PU LɈLJ[ VU [OL KH[L [OL VYKLY ^HZ HJJLW[LK HUK HSS VYKLYZ MVY :WLJPHS 7YVK\J[Z ^PSS IL PU]VPJLK H[ [OL WYPJL PU LɈLJ[ 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 L_LTW[PVU JLY[PÄJH[L 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: +LS *P[` PZ UV[ YLX\PYLK [V HUK KVLZ UV[ 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 YLX\PYL [OLPY YLZPKLU[Z [V YLWVY[ HSS W\YJOHZLZ VM [HUNPISL WLYZVUHS 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. TERMS AND CONDITIONS OF SALE

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 MYVT [OL ÄUHS JHYYPLY JVUZ[P[\[LZ H ^HP]LY VM HU` JSHPTZ HNHPUZ[ 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. (JJV\U[ JYLKP[ TH` IL HWWYV]LK MVY X\HSPÄLK )\`LYZ Z\IQLJ[ [V 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 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 OH]L [OL YPNO[ [V ZL[ VɈ HUK KLK\J[ MYVT HU` JYLKP[ IHSHUJL any sums owed from Del City. If Buyer fails to make payment in HJJVYKHUJL ^P[O [OL WH`TLU[ [LYTZ ZWLJPÄLK I` +LS *P[` +LS 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, [`WVNYHWOPJHS VY V[OLY LYYVYZ PU HU` VɈLY JH[HSVN WYPJL SPZ[ VY X\V[H[PVU HUK YLZLY]LZ [OL YPNO[ [V JHUJLS VYKLYZ HYPZPUN MYVT such errors. SPECIAL PRODUCTS. (SS KYH^PUNZ KLZPNUZ VY ZWLJPÄJH[PVUZ 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 LX\P]HSLU[ WHJRHNPUN HUK \USLZZ V[OLY^PZL HNYLLK [V I` +LS 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 H )\`LY YLJLP]LZ TPNO[ KPZWSH` TPUVY KPɈLYLUJLZ MYVT 7YVK\J[Z YLX\LZ[LK PU H )\`LY VYKLY /V^L]LY TVKPÄLK VY Z\IZ[P[\[LK 7YVK\J[Z ^PSS TLL[ VY L_JLLK HSS TH[LYPHS ZWLJPÄJH[PVUZ VM [OL VYPNPUHS 7YVK\J[Z YLX\LZ[LK PU Z\JO VYKLY +PZJVU[PU\LK Standard Products are nonreturnable. Products in one invoice. OVERDUE ACCOUNTS.

®