Purchaser hereby buys pursuant to the terms and conditions herein stated, the goods referred to on the reverse side hereto, for which Purchaser shall pay Active Electrical Supply Company, an Illinois corporation (hereinafter referred to as “Active”), the indicated purchase price on the following terms and conditions.

GENERAL AGREEMENT • All sales are expressly conditioned on the terms and conditions set forth on this and the reverse side of the Application, together with those contained in any attachments hereto.  No additional or different terms shall apply (whether a part of Applicant’s purchase order or other communication from Applicant) unless expressly agreed to in writing by a duly authorized representative of Active. Notice is hereby given that Active does object to any different or additional terms and that such different or additional terms shall not be biding upon Active.  Acceptance of goods or payment for any of the goods constitutes Applicant’s agreement to Active’s terms and conditions.

1.  PAYMENT TERMS • Payment in full shall be made on or before the 10^th day of the month following the month thereof thereafter referred to as the “delinquency date”.  Title to said goods remains and shall remain in Active and shall not vest in Purchaser until payment in full shall be made.  Each Item purchased hereunder is purchased at the net price indicated, unless a discount is explicitly noted by Active in writing herein.  No discounts on excise or sales tax.

2.  SHIPMENTS/DELIVERY • Shipping dates given in advance of actual shipment by Active are estimates only.  Active is not liable for failure to deliver by any estimated date, or for any delay in performance resulting from fire or other casualty loss, labor difficulties, transportation problems, interruptions or delays in source of supply, or any other cause beyond its reasonable control.  All claims for breakage, loss in transit or other such damage must be filed with the transportation company making delivery of said goods.

3. RETURNS AND WILL CALL MATERIAL • No goods may be returned without the written consent of Active, which consent, if given, shall be understood only as: (a) acceptance for credit of the goods returned if they are in the same condition as they were when delivered to Purchaser; (b) conditioned upon the payment by Purchaser of all transportation charges with respect to the delivery and return of those goods; (c) in addition all returns are subject to a minimum 25% handling and restocking charge.  (Higher charges may be imposed if the manufacturer of the goods imposes a higher charge upon Active.), and (d) Purchaser must provide proof of purchase.  In no circumstances will specially manufactured goods be accepted for return.

4.  WARRANTIES • Since the goods sold hereunder are not manufactured by it, Active makes no warranties or representations, either express or implied, as to these goods, including as to workmanship, performance, quality, durability, fitness for purpose or merchantability for any of the articles it sells.  This disclaimer is for all liabilities including, among other, liability for consequential, incidental and special damages.  The only warranties applying to such articles are those which are written and are specifically provided by the manufacturer.  Active makes no warranties, but it does maintain and provide to any customer, upon request, information concerning the manufacturer’s warranties.  THE WARRANTY EXPRESSED IN THIS PARAGRAPH IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ACTIVE MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

5.  SERVICE CHARGES/TERMS • Payment is ordinarily due on or before the last day of the month following delivery of the goods. (Special payment terms may be required for specially ordered or manufactured material.)  A service charge of 1 ½% per month (18% Annual Percentage Rate) or the maximum allowed by law, will be added to all invoices that are not paid within these terms.

6. RETURNS AND WILL CALL MATERIAL • No goods may be returned without the written consent of Active, which consent, if given, shall be understood only as: (a) acceptance for credit of the goods returned if they are in the same condition as they were when delivered to Applicant; (b) conditioned upon the payment by Applicant of all transportation charges with respect to the delivery and return of those goods; and, (c) in addition all returns are subject to a minimum 25% handling or restocking charge.  (Higher charges may be imposed if the manufacturer of the goods imposes a higher charge upon Active.)  In no circumstances will specially manufactured goods be accepted for return.  Material ordered by Applicant and not picked up or released for delivery by Applicant within 60 days of notice to Applicant that such goods are available or ready for delivery may be returned to the manufacturer for credit subject to the foregoing restocking charges.  All deposits made by Applicant will in such event be forfeited.

7. QUOTATIONS • The following terms and conditions shall apply to all quotations made by Active and to all orders of Applicant received by Active:

1.         All of the foregoing terms and conditions contained in this Application shall apply.

2.         The obligation of Active to supply the goods is expressly conditioned on the manufacturer continuing to produce such goods and unless otherwise indicated prices are subject to change in the event the manufacturer changes its prices.

3.         Except as noted above all prices quoted are firm for thirty (30) days only.

4.         Unless otherwise indicated, prices for fixtures do not include lamps.

5.         Changes from any quotations or orders accepted by Active, including reduction in quantity, deletion of lamps, and delays as to release dates requested by Applicant, may result in price changes.

6.         Active reserves the right to reject all purchase orders, whether issued as to terms quoted, or otherwise.

7.         If, in the sole discretion of Active, the financial condition of Applicant at the time the goods are ready for delivery or release for delivery to Applicant does not justify the extension of credit, Active reserves the right to require full payment in cash before delivery or shipment.

8.         It is the responsibility of Applicant to verify that all terms and quantities contained in Active’s quotations are correct.  Although Active will endeavor to quote in accordance with plans and specifications or other information submitted, Active makes no warranties or guaranties in this regard, and assumes no responsibility for accuracy as to quantities, fitness for purpose, or performance.  In instances where approved drawings or cuts are required and submitted, no goods will be released until approved copies have been returned.

9.         All special or standard terms and conditions of sale in effect by the manufacturer(s) of the material contained in a quote supplied by Active shall be considered as a part, in their entirety, of Active’s terms and conditions of sale as if fully written out in the quotation.

8. NO DISCOUNTS ON TAX • All goods are sold at the net price indicated on invoices unless a discount is expressly noted on that invoice.  No discounts are allowed on excise, sales or use tax.

9.  OTHER TERMS AND CONDITIONS • No terms and conditions other than those herein stated, and no agreement or understanding, in any way purporting to modify these terms and conditions, shall be binding upon Active unless consented to in writing by a duly authorized representative of Active.  OUR ACCEPTANCE OF PURCHASER’S PURCHASE ORDER IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THESE TERMS AND CONDITIONS.

10.  NO WAIVER PRESUMED • Regardless of any delay or omission to exercise the right or power hereunder, no provision hereof shall be deemed waived by Active unless such a waiver is in writing and endorsed hereon by Active, nor shall any such waiver be considered or construed to be a waiver by Active or any succeeding breach or default or term or condition hereof. 

11.  WAIVER OF JURY • We hereby irrevocably waives any right to trial by jury in any action or proceeding (a) to enforce or defend any rights under or in connection with the account or any amendment, instrument, documents or agreement delivered in connection herewith, or (b) arising from any dispute or controversy in connection with or related to the account and agree that any such action or proceeding shall be tried before a court and not before a jury.

12.  EXTENSION OF CREDIT • Purchaser hereby freely offers to Active certain information submitted separately for the purpose of inducing Active to afford the credit extended hereby and subsequently hereto as well, together with permission to investigate the truthfulness thereof, but with the understanding that Active may rely thereon without reliance on any other source of information.  Active may withdraw this extension of credit to Purchaser and may vary its terms, including decreasing or increasing the amount of credit extended, at any time and for any reason whatsoever, or without reason, and Active shall not be liable for any such action(s) on its part to Purchaser.

13.  REMEDIES NOT EXCLUSIVE • Active shall have all lien rights or other remedies provided by statute, law and equity.  The rights and remedies hereby created are cumulative and the use of one remedy shall not be taken to exclude or waive the right to the use of another.

14. PARTIAL INVALIDITY • If any provision or part of this instrument shall be declared invalid by a court of competent jurisdiction, such invalidation shall not affect the valid provisions hereof.

15. NSF CHARGES • In addition to service charges on past due payments, Active shall be entitled to recover and Purchaser agrees to pay to Active the sum of $30.00 for any check tendered to Active by Purchaser that is returned NSF.

16. COSTS OF ENFORCEMENT • Applicant agrees to pay all costs, expenses, and reasonable attorney’s fees incurred by Active in enforcing the covenants and agreements of the open account and this Application, whether by the institution of litigation or in the taking of advice of counsel, or both.

17. GOVERNING LAW • This open account is created in Illinois, and shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to principles of conflicts of laws.

18. COMMERCIAL APPLICATION • Active represents the goods sold under this open account are of commercial grade, unless otherwise indicated, and may not be suitable for a nuclear application.  Further certification will be required for use of equipment and goods in any safety related application in a nuclear facility.