Credit Policies & Terms of Sale

1. Eoff’s Policies and Terms Control. Buyer acknowledges that any and all sales and extensions of credit by Eoff are expressly conditioned upon Buyer’s unconditional acceptance of Eoff’s Policies & Terms of Sale as stated herein and as hereafter amended. Eoff’s Policies and Terms of Sale supersede any and all terms and conditions appearing on Buyer’s documents, including but not limited to purchase orders regardless of the time presented.

2. Authorization To Obtain Information. In the event credit is extended, Buyer and Guarantors grant to Eoff the continuing and noncancellable right to obtain consumer credit reports upon the Buyer and Guarantors and to investigate the Buyer and Guarantors financial status from time to time as Eoff may see fit. Buyer and Guarantors agree to comply in promptly executing all authorizations necessary for Eoff to obtain
the information it is seeking, and to provide any and all information including financial requested by Eoff. Eoff may, from time to time, require an updated, executed credit application for the purpose of re-evaluating an account.

3. Change of Ownership, Name or Address. Buyer, by accepting Eoff’s extension of credit, promises to advise Eoff, in writing, of any change of ownership, business name or the address of Buyer’s business. All such notifications shall be made to Eoff, in writing, at its corporate headquarters, within five (5) working days of the change.

4. Prices and Taxes. Prices quoted are in U.S. dollars and are effective as of the date of quotation and subject to change. Prices quoted do not include sales, value added, inventory or use taxes which are the sole responsibility of the Buyer.

5. Warranty, Disclaimer and Exclusions. Eoff assigns Buyer all rights and remedies, if any, under any express and implied warranties of the manufacturer of the goods. Eoff makes no other warranties, express or implied, and DISCLAIMS ANY IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS, AND ALSO DISCLAIMS ANY LIABILITY BASED UPON NEGLIGENCE OR STRICT LIABILITY INTORT. IN NO EVENT SHALL EOFF BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR LIQUIDATED DAMAGES SUFFEREDBY BUYER, OR THIRD PARTIES. This limitation of remedies applies to claims based upon warranty, tort, and all other legal theories.

6. LIMITATION OF LIABILITY. EOFF LIABILITY FOR ANY CLAIM SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT OFMONIES ACTUALLY RECEIVED BY EOFF FOR THE PARTICULAR GOODS WHICH GIVE RISE TO THE CLAIM. THESE LIMITATIONS OFLIABILITY APPLY TO ALL CLAIMS, INCLUDING WITHOUT LIMITATION, THOSE BASED UPON CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE), AND STRICT LIABILITY.

7. Force Majeure. If performance is made commercially impracticable or impossible because of the occurrence of a contingency beyond the reasonable control of Eoff, our quotation, and any contract deriving herefrom, shall be voidable upon Eoff’s notice to the Buyer.

8. Payment Terms and Security Interest. Eoff may invoice the items separately. Payment is due the 25th day of the month after the date of the invoice. Specified cash discounts, if any, are allowed if postmarked by the 10th day of the month following the month of the date of invoice. Invoices are net thereafter and become past due the 26th of the month. A financial charge may be assessed on amounts past due in the amount of 11⁄2% per month. To secure payment of sums due, the Buyer grants to Eoff a purchase money security interest in the goods purchased and in the proceeds thereof. At Eoff’s request the Buyer shall sign financing statements and any documents necessary to establish, perfect, and quantify the debt and if Eoff in its sole judgment questions the Buyer’s ability to pay for the goods, Eoff may, at any time require payment in full in
advance of delivery or manufacture of the goods. Failure to adhere to our terms may result in a shipping hold on all orders and/or a reduction in the credit the company will extend. All payments are to be made to:

Eoff Electric Supply Co.
Unit 41 PO Box 4900
Portland, OR 97208

Payments should include remittance advice designating invoices and other charges being paid. If no remittance advice or instructions are provided, Eoff
reserves the right to apply the payment as Eoff may see fit.

9. Delivery. Eoff makes no guarantee with respect to delivery. Shipping dates of order times are estimates only. Delivery terms are C. and F. (freight prepaid but not insured). Risk of loss shall pass at point of shipment. However, where individual releases do not meet manufacturer’s minimum quantities for prepaid freight, delivery terms are f.o.b. place of shipment. Claims for shortages or mis-shipments must be made within 48 hours of receipt of delivery. All other claims must be made within 30 days of shipment.

10. Cancellation. Goods ordered by Buyer may not be cancelled; provided, however upon payment of a restocking charge Eoff may, in its sole and absolute discretion, permit Buyer to cancel orders for goods which are not specially ordered or specially anufactured and which have not been shipped.

11. Back Charges. No back charges or other offsets shall be made by Buyer without first obtaining the written approval of an Eoff branch manager. Eoff sales representatives are not authorized to approve back charges.

12. Construction Liens, Bond Claims. Eoff reserves its right to file a construction lien or bond claim on all projects to which it has supplied goods. All Buyers agree to promptly cooperate to the fullest extent legally possible to aid Eoff in the prompt filing of construction liens and making claims against bonds.

13. Cooperation. The Buyer promises to cooperate with Eoff to carry out the intent of Eoff’s Credit Policies & Terms of Sale.

14. Attorneys Fees. In the event Buyer’s account with Eoff is placed in the hands of an attorney for collection, or other agencies, Buyer promises and agrees to pay Eoff’s reasonable attorney’s fees, enforcement and collection costs, even though no arbitration, suit or action is filed hereon.

Further, if arbitration, suit or an action is filed to collect any sums allegedly due by Buyer to Eoff, Buyer promises and agrees to pay Eoff’s reasonable attorney’s fees as fixed by the court or courts in which the arbitration, suit or action, including any appeal thereof, or bankruptcy proceeding, is tried, heard or decided.

15. Oregon Law. All transactions between Buyer and Eoff shall be interpreted under the laws of the State of Oregon. Further, Buyer stipulates to jurisdiction and venue in Marion County, Oregon for any dispute, arbitration, suit, or action arising out of all transactions between Buyer and Eoff.

Buyer, by submitting this application, represents and warrants to Eoff that all information contained herein is true and correct. The termEoff means the Eoff Electric Supply Co., a foreign corporation. The term Buyer means the person and/or entity submitting this application.