Elecricos, LLC. Conditions of Sale

Electricos is dedicated to the safety and integrity of our product.   We are

committed to offering quality equipment which meets or exceeds the highest

standards in design and safety.

NOTE: The following Conditions of Sale are subject to change.

  1. GOVERNING PROVISIONS AND ACCEPTANCE: All quotations are

subject to these conditions of sale. Acceptance of an order by Electricos

shall be expressly conditioned on Purchaser’s assent to these conditions.
Purchaser’s direction to proceed with engineering, manufacture or
shipment by Electricos shall be deemed evidence of this assent. No
modified or other conditions will be applicable unless those
conditions are so stated in Electricos ’s proposal or are specifically
agreed to in writing and signed by an authorized official of Electricos .
Failure to object to provisions contained in any Purchase Order or
other communication from the Purchaser (including, without limitation,
penalty clauses of any kind) shall not be construed as a waiver of
these Conditions nor an acceptance of any other provisions. These
terms are a complete statement of the parties’ agreement and may only
be modified in writing signed by both parties. These terms may not be
modified by course of dealing, course of performance or usage of
trade. These terms supersede all previous written or oral quotations,
statements or agreements. Any contract for sale by and between the
parties shall be governed by and construed according to the laws of
the State of Louisiana without regard to its rules on the conflict of
laws. The Convention on the International Sale of Goods is expressly
excluded.

  1. QUOTATIONS: Written quotations shall be valid for no more than
    thirty (30) days from their date, unless otherwise stated in the
    quotation. All quotations are subject to change by Electricos at
    any time upon notice to Purchaser. It is Purchaser’s obligation to
    review the quotation carefully and to immediately advise Electricos in
    writing of any differing interpretation Purchaser has so any necessary
    change can be made.
  2. PRICE POLICY: All prices are subject to change without notice. In
    the event of a net price change and unless otherwise agreed to in
    writing, prices for orders scheduled for immediate release shall be
    those in effect at time of order entry. Prices for orders placed for
    future shipment without an agreed price and ship date will be billed
    at the pricing in effect as of the shipment date. All clerical errors
    are subject to correction.
  3. SUBSTITUTION: Electricos may furnish suitable substitutes for
    material unobtainable because of priorities or regulations established
    by governmental authority or non-availability of materials from
    suppliers, provided such substitutions do not adversely affect the
    technical soundness of the equipment. Electricos assumes no liability
    for deviation from published dimensions and descriptive information
    not essential to proper performance of the product.
  4. TAXES: Any manufacturer’s tax, retailer’s tax, occupation tax, use
    tax, sales tax, excise tax, (except federal excise tax on vehicles),
    duty, customs, inspecting or testing fee, or other tax, fee or charge
    of any nature whatsoever, imposed by any governmental authority or
    measured by any transaction between Electricos and Purchaser, shall be
    paid by the Purchaser in addition to the prices quoted or invoiced,
    and such charges will appear as a separate line item on the invoice.
    In the event Electricos will be required to pay any such tax, fee, or
    charge, Purchaser shall reimburse Electricos or, in lieu of such
    payment, Purchaser shall supply Electricos at the time the order is
    submitted with an exemption certificate or other document acceptable
    to the tax authority. Purchase Orders must state the existence and
    amount of any such tax, fee or charge for which Purchaser claims an
    exemption.
  1. TERMS OF PAYMENT: Acceptance of all Purchase Orders is subject to
    Purchaser meeting Electricos credit standards. Terms are subject to
    change for failure to meet such standards. Terms are net thirty (30)
    days from date of invoice of each shipment, unless otherwise stated in
    Electricos ’s quotation. Electricos reserves the right
    at any time to demand full or partial payment before proceeding with a
    contract of sale if, in its sole judgment, as a result of changes in
    the financial condition of the Purchaser the terms of payment
    originally specified are no longer justified.
  2. PAYMENTS: If delivery is delayed or deferred by the Purchaser
    beyond the scheduled date, payment shall be due in full when Electricos
    is prepared to ship. The equipment may be stored at the risk and
    expense of the Purchaser. If the Purchaser defaults when any payment
    is due, then the whole contract price shall become due and payable
    upon demand, or Electricos at its option, without prejudice to other
    lawful remedies, may defer delivery or cancel the contract for sale.
    If Purchaser becomes insolvent, or bankrupt or in the event any
    proceeding is brought against the Purchaser, voluntarily or
    involuntarily under the bankruptcy or any insolvency law, Electricos

May cancel any order outstanding at any time and recover its applicable
cancellation charges from the Purchaser or the Purchaser’s estate.

  1. SHIPMENT AND ROUTING: Electricos shall select the point of

origin of shipment, the method of transportation and the routing of the
shipment. Purchasers that request expedited or special modes of
transportation or routing involving air, premium or any other
non-standard Electricos shipping shall be assessed additional charges
for shipping, handling, freight and expediting. Any rebates,
allowances, discounts or incentives received by Electricos from its
carriers shall be retained by Electricos. All prices include domestic
packaging only. When other than domestic packaging is required,
contact Electricos directly. Purchaser specified
packaging and marking may be subject to additional charges.

  1. SHORTAGES: Claims for shortages or errors must be made in writing
    to Electricos within 30 days after invoice date, and failure to give
    such notice shall constitute unqualified acceptance and a waiver of
    all such claims by the Purchaser.
  2. INSTALLMENTS: Electricos reserves the right to make shipments

in installments, unless otherwise expressly stipulated in a specific
Purchase Order; and all such installments when separately invoiced
shall be paid for when due per invoice without regard to subsequent
shipments. Delay in shipment of any installment shall not relieve
Purchaser of its obligation to accept remaining shipments.

  1. FORCE MAJEURE: Electricos shall not be liable for any damages

as a result of any delays due to any causes beyond Electricos ’s control,
including, without limitation, an act of God; act of Purchaser or
Electricos supplier; embargo or other governmental act; regulation or
request; fire; accident; strike; slowdown; flood; fuel or energy
shortage; sabotage; war; riot; delay in transportation and inability
to obtain necessary labor, materials or manufacturing facilities from
usual sources. In the event of any such delay, the date of delivery
shall be extended for a period of time reasonably necessary to
overcome the effect of such delay.

  1. STANDARD WARRANTY: Electricos warrants equipment

manufactured by it to be free from defects in materials and workmanship for

twelve (12) months from date of invoice by Electricos. If within such

period any such equipment shall be proved to Electricos ’s satisfaction to

be non-conforming, such equipment shall be repaired or replaced at

Electricos’ option. This warranty shall not apply (a) to equipment that has been

repaired or altered by other than Electricos so as, in its judgment, to affect

the same adversely, or (b) to equipment that has been subjected to
negligence, accident, or damage by circumstances beyond Electricos ’s
control, or improper operation, maintenance or storage, or to other
than normal use or service. With respect to equipment not manufactured
by Electricos, the warranty obligations of Electricos shall in all
respects conform and be limited to the warranty actually offered by the

original manufacturer.

Non-conforming products must be returned at customer’s expense for

Evaluation unless this is waived in writing. Replacement products may be new

or reconditioned. The foregoing warranties do not cover reimbursement for

labor, transportation, removal, installation, temporary power, or any other

expenses that may be incurred in connection with repair or replacement.

  1. RETURN OF EQUIPMENT: NO EQUIPMENT MAY BE RETURNED

WITHOUT FIRST OBTAINING ELECTRICOS ’S WRITTEN

PERMISSION AND A RETURNED MATERIAL IDENTIFICATION

TAG OR RETURN MATERIAL AUTHORIZATION.

All returns must be requested within 30 days of invoice date.

Returned equipment must be of current manufacture,
in the original packaging, unused, undamaged and saleable as new
condition. Returned equipment must be securely packed to reach Electricos

without damage and labeled with the return authorization number. Any
cost incurred by Electricos to put equipment in first class condition
will be charged to the Purchaser. Purchaser requested returns not
involving a Electricos error will be assessed Electricos ’s standard
restocking fee. Returns will be credited at the pricing specified in
Electricos ’s standard return policy. Special Order and Custom equipment
is not returnable. Once ordered, special order and custom equipment is not

cancelable. Electricos may bear the cost of returns resulting
from Electricos error, and method and route of return will be at the
discretion of Electricos. Costs incurred by failure to follow Electricos
direction will be borne by the Purchaser.

  1. LIMITATIONS: These disclaimers and limitations of remedies apply
    to all warranties offered to Purchaser and
    to all Purchase Orders. THE WARRANTIES SET FORTH ABOVE ARE

EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESSED OR IMPLIED

WARRANTIES (EXCEPT WARRANTIES OF TITLE), INCLUDING, BUT

NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANT-
ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Except as

may be expressly provided in an authorized writing by Electricos, Electricos shall not be subject to any other obligations or liabilities
whatsoever, other than as stated above with respect to equipment sold
or services rendered by Electricos. Notwithstanding anything to the
contrary herein contained ELECTRICOS, ITS CONTRACTORS AND
SUPPLIERS OF ANY TIER, SHALL NOT BE LIABLE IN CONTRACT,

IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR

OTHERWISE FOR LOST TIME, LOST PROFITS, OR SPECIAL, INDIRECT,

INCIDENTAL OR CON-SEQUENTIAL DAMAGES OF ANY KIND

WHATSOEVER. The remedies of the Purchaser are exclusive and the total

cumulative liability of Electricos, its contractors and suppliers of any tier,

with respect to this contract or anything done in connection therewith, such as the

use of any product covered by or furnished under the contract, whether in
contract, in tort (including negligence or strict liability) or
otherwise, shall not exceed the price of the product, part, or service
on which such liability is based.

  1. INTELLECTUAL PROPERTY: As to equipment proposed and furnished by
    Electricos , Electricos shall defend any suit or proceeding brought against
    Purchaser so far as based on a claim that such equipment constitutes
    an infringement of any copyright, trademark or patent of the United
    States. This obligation shall be effective only if Purchaser shall
    have made all payments then due hereunder and if Electricos is notified
    promptly in writing and given authority, information, and assistance
    at Electricos ’s expense for the defense of the same. In the event the
    use of such equipment by Purchaser is enjoined in such a suit, Electricos

shall, at its expense, and at its sole option, either (a) procure
for the Purchaser the right to continue using such equipment (b)
modify such equipment to render it non-infringing (c) replace such
equipment with non-infringing equipment, or (d) refund the purchase
price (less depreciation) and the transportation and installation
costs of such equipment. Electricos will not be responsible for any
compromise or settlement made without its written consent. The
foregoing states the entire liability of Electricos for patent,
trademark or copyright infringement, and in no event shall Electricos be
liable if any infringement charge is based on the use of Electricos
equipment for a purpose other than that for which it was sold by
Electricos . As to any equipment furnished by Electricos to Purchaser and
manufactured in accordance with designs proposed by Purchaser, the
Purchaser shall indemnify Electricos against any award made against
Electricos for patent, trademark, or copyright infringements.

  1. WITNESS OF TESTS AND FACTORY INSPECTIONS: Normal production
    schedules do not provide the opportunity for Purchaser to witness
    routine factory tests on equipment or make factory inspections.
    Witnessing of tests or factory inspections by the Purchaser may result
    in delays of production for which Electricos will not be responsible.
    Witness testing and factory inspections must be requested at time of
    quotation, are subject to additional costs and must be confirmed at
    order entry. Standard Electricos factory testing and inspection will
    apply. Electricos will notify Purchaser fourteen (14) calendar days
    prior to scheduled witness testing or inspection. In the event
    Purchaser is unable to attend, the Parties may mutually agree on a
    rescheduled date. However, Electricos, at its sole option, may consider
    the witness tests and/or inspection waived, and ship and invoice the
    Products and the witness testing charges. Purchaser will be
    responsible for paying for all scheduled witness testing, whether or
    not Purchaser attends.
  2. ERRORS: Electricos reserves the right to correct errors or omissions
    in quotations, acknowledgments, invoices, or other documents.
  3. OSHA COMPLIANCE: Compliance with OSHA or similar federal, state or
    local laws during the operation or use of the product(s) is the sole
    responsibility of the Purchaser.
  4. TERMINATION: Any order may be terminated by the Purchaser only
    upon written notice to Electricos and upon payment of reasonable and
    proper termination charges based on the price of the terminated order
    and reimbursement of all direct costs and expenses associated with the
    order caused by such termination and shall include a reasonable
    profit. Special or custom ordered equipment is not cancelable after
    final acceptance of approval drawings for the commencement of
    manufacturing.
  5. CANCELLATION: Electricos shall have the right to cancel any order or
    contract at any time by written notice for any material breach of the
    contract by the Purchaser, including material delays in releasing
    equipment for manufacture or approval drawings and excessive changes
    to specifications or drawings.
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