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KENDALL ELECTRIC, INC.
GREAT LAKES AUTOMATION SUPPLY
CYBER CONNECT, LLC
TERMS OF SALE AS DISTRIBUTOR

All sales of products and services by Kendall Electric, Inc., Great Lakes Automation Supply and/or Cyber Connect, LLC ("Seller") are made on the following terms and conditions. In these Terms of Sale, any products sold by Seller to the buyer ("Buyer") are referred to below as "goods," and any services sold by Seller to Buyer are called "services".

  1. Agreement.   If Buyer has not otherwise agreed to these Terms of Sale, then Buyer's acceptance of delivery of, or payment for, the goods or services shall constitute Buyer's agreement to these Terms. Seller objects to and will not agree to any terms that are additional to or different from these terms. Terms that are printed on or contained in a purchase order or other form prepared by Buyer which are additional to, in conflict with or inconsistent with those herein shall be considered inapplicable and shall have no force or effect.

  2. Payment Terms.   Seller shall have the right to increase its prices at any time without notice, subject to any other written agreement between Seller and Buyer concerning pricing. Payment terms are as specified in Seller's quotation or acknowledgement, except that if at any time Seller determines that Buyer's financial condition or credit rating does not justify a sale on credit or if Buyer is at any time in default in any indebtedness or obligation that Buyer owes to Seller, then Seller may require advance payment or may ship C.O.D.

  3. Delivery and Risk of Loss.   Seller or the manufacturer of the goods ("Manufacturer") shall deliver the goods to Buyer on the terms set forth in Seller's quotation or acknowledgment, except that risk of loss of the goods shall pass to Buyer upon identification of the goods to the contract between Buyer and Seller. Shipping, delivery and performance dates are estimates only, and time is not of the essence. Seller or Manufacturer may ship all the goods at one time or in portions from time to time. Seller shall have the right, but no obligation, to determine the method of shipment and routing of the goods, unless otherwise agreed to by Seller in writing.

  4. Taxes.   Seller's price does not include any privilege, occupation, personal property, value-added, sales, excise, use or other taxes, and Buyer shall be liable for all such taxes, whether or not Seller invoices Buyer for them. Buyer agrees to provide Seller in good faith with a tax exemption certificate as to the goods Buyer purchases from Seller, and Seller shall be entitled to rely on the tax exemption certificate Buyer provides.

  5. Unavoidable Delay.   If Seller is not able to finish or deliver the goods to Buyer, or to perform the services, on time because of anything Seller cannot control (such as casualty, labor trouble, accidents or unavailability of goods, supplies or transportation), then the estimated delivery or performance time shall be extended accordingly, and Seller shall not be liable to Buyer for any damages caused by the delay.

  6. Defects; Limitations.   SELLER DOES NOT MAKE ANY WARRANTY AS TO THE GOODS OR SERVICES, EXPRESS OR IMPLIED, AND, IN PARTICULAR, DOES NOT MAKE ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The only warranty applicable to the goods is the warranty (if any) provided to Buyer from Manufacturer. Buyer is solely responsible for determining the proper application and use of the goods. Seller shall not have any tort liability with respect to any of the goods or services and shall not be liable to Buyer or any other third party for consequential, incidental, punitive or other special damages of any kind whatsoever, including but not limited to lost profits or other financial damage, that arise from any product defect, delay, non-delivery or other breach. Buyer shall not have any right of rejection or of revocation of acceptance of the goods. No person other than an officer of Seller may modify or waive these warranty limitations, and all modifications or waivers must be in writing.

  7. Solvency and Security Interest.   Buyer represents that Buyer is solvent. Seller retains a security interest in the goods to secure payment of the price and all other indebtedness that Buyer now and in the future owes to Seller.

  8. Permits and Compliance.   Seller is not responsible for obtaining any permit, inspection or license that is required for installation or operation of the goods. Seller does not make any promise or representation that the goods will conform to any law, ordinance, regulation, code or standard.

  9. Safety Features.   Buyer shall install and operate the goods properly and according to Seller's or Manufacturer's operating instructions, if any, and shall not remove or change any safety device, warning or operating instructions that Seller or Manufacturer placed on the goods. Buyer shall place on the product all safety devices and warnings that are necessary or desirable to prevent any death, personal injury or property damage from being caused by any use or operation of the product.

  10. Intellectual Property and Confidentiality.   All inventions (whether or not patentable), devices, technologies, ideas, improvements, processes, systems, software and other works and matters that Seller or Seller's supplier creates or develops in the course of Seller's or Seller's supplier's design, development or manufacture of the goods or performance of the services and all drawings and specifications that Seller provides to Buyer ("Intellectual Property") shall be Seller's sole property, and Buyer assigns, and agrees to assign, to Seller or Seller's supplier all right, title and interest that Buyer now has or in the future acquires in the Intellectual Property. Buyer shall not disclose or use any of the Intellectual Property or any information about Seller's business, operations or activities, except to the extent necessary for Buyer to use the goods or services.

  11. Cancellation.

    1. Buyer does not have any right to cancel its agreement to buy the goods or services from Seller. If, however, Seller agrees in writing to permit cancellation, Buyer agrees that such cancellation will be subject to restocking fees, if any.

    2. If Buyer fails to pay or perform any indebtedness or obligation that Buyer at any time owes to Seller, then Seller may consider Buyer's failure to be an anticipatory repudiation of any or all outstanding contracts that provide for Seller to sell goods or services to Buyer, and Seller may, without liability to Buyer, cancel any or all of those outstanding contracts.

  12. Indemnity and Reimbursement.   Buyer shall indemnify and hold harmless Seller with respect to all damages, losses, claims and expenses, including consequential and incidental damages and actual attorney fees, that Seller incurs as a result of Buyer's breach of any of Buyer's obligations under these Terms of Sale or any claimed unfair competition or patent, trademark or copyright infringement or any other claim resulting from Seller's or Seller's supplier's manufacture of the goods, or performance of the services, to Buyer's specifications. If Buyer brings a claim against Seller arising out of or relating to this Agreement or the goods or services, and Seller ultimately prevails or Buyer eventually elects not to further pursue the claim, then Buyer shall reimburse Seller for all expenses incurred by Seller in connection with such claim, including but not limited to actual attorney fees.

  13. Seller's Rights.   Seller has all rights and remedies that applicable law gives to sellers. Seller's rights and remedies are cumulative, and Seller may exercise them from time to time. Seller's waiver of any right on one occasion shall not be a waiver of any future exercise of that right.

  14. Time For Bringing Action.   Any action that Buyer brings against Seller for breach of this Agreement or for any other claim that arises out of or relates to the goods or their design, manufacture, sale or delivery or the services must be brought within one year after the cause of action accrues.

  15. Applicable Law.   This agreement between Seller and Buyer shall be considered to have been made in the State of Michigan, and it shall be governed by and interpreted according to Michigan law. Either party may bring any action that arises out of or relates to this agreement in any federal or state court in Grand Rapids, Michigan, that has jurisdiction of the subject matter, and Buyer irrevocably consents that any such court shall have personal jurisdiction over Buyer and waives any objection that the court is an inconvenient forum.

  16. Complete Agreement; Amendment.   Seller's quotation and acknowledgment and these standard Terms of Sale contain the entire agreement between Buyer and Seller as to the subject matter hereof. Any change in this agreement must be in a writing signed by an authorized officer of Seller.

   1278000

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