Platt Electric Supply, Inc. MASTER PURCHASE AGREEMENT ...

4. Adjustment to Inventory. In the event that Seller lowers its published price list or increases its
discount for purchase from its price list (the net of which lowers the cost of its items for new purchases)
Platt shall have the right to request price protection for Products in Platt’s inventory. Upon such request,
Seller will grant a credit to Platt in an amount equal to the difference between the price paid and the new
price (including additional discounts) for each such Product in Platt’s inventory.
5. Delivery. Unless otherwise specified in a Purchase Order, all Goods must be delivered freight prepaid,
F.O.B. Platt's facility (or other destination designated by Platt). Notwithstanding the terms of shipment,
Seller will bear the risk of loss of or damage to the Goods for any reason until delivery of the Goods to the
F.O.B. point. Time is of the essence. Delivery of Goods and performance of Services must be completed
within the delivery schedule specified in the Purchase Order. Seller agrees to notify Platt immediately if
Seller is unable to deliver any part or all of the Goods and/or Services called for by a Purchase Order or if
Seller is unable to meet the specified delivery schedule. Such notice will not limit the remedies available
to Platt or the liability of Seller for nonperformance. If delivery is not timely completed (including late
delivery of one or more installments for Goods to be delivered in multiple installments), Platt may, in
addition to any other available remedies, refuse delivery of any or all of the Goods and/or Services
described in a Purchase Order and/or cancel all or any part of that Purchase Order. In addition, Platt may,
at its option, purchase replacement Goods and Services from an alternate supplier(s), and Seller will
reimburse Platt for any increased costs Platt incurs in obtaining the replacement Goods and/or Services
from such alternate supplier(s). Seller's obligations are not severable and any provision for delivery of
Goods or Services by installment will not be construed as making the obligations of Seller severable.
Seller will not be excused by unexpected difficulty or commercial impracticality of any degree.
6. Inspection. Platt will have the right to inspect and test the Goods and Services and reject and/or
revoke acceptance of any nonconforming Goods and Services. If Platt rejects or revokes acceptance of
any such Goods or Services, Platt may, at its option, purchase replacement Goods and Services from an
alternate supplier(s), and Seller will reimburse Platt for any increased costs Platt incurs in obtaining the
replacement Goods and/or Services from such alternate supplier(s). In addition, Platt may require Seller
to promptly correct or cure any nonconforming Goods, or accept any nonconforming Goods or Services
with an equitable adjustment in price. Platt may return nonconforming Goods to Seller at Seller's risk and
expense, including transportation and handling costs. The right to test and inspect, whether exercised or
not, will not affect Platt's right to revoke acceptance of the Goods or Services or Platt's right to pursue
other remedies if nonconformities are later discovered even if such nonconformity could have been
discovered upon inspection. Payment for Goods or Services will not constitute acceptance. Acceptance
will not relieve Seller from its responsibility under any warranty.
7. Warranties. In addition to all other express and implied warranties, Seller expressly warrants that all
Goods and Services will: (a) be free from all liens, charges, encumbrances, or claims of any person;
(b) not infringe on any patent, copyright, intellectual property or proprietary right of any third party; (c)
conform in all respects to all applicable laws, regulations, standards, rules and orders of all applicable
federal, state, and local governmental authorities, whether domestic or foreign, including without limitation
any relevant product standards embodied in OSHA Regulations, the National Electric Code ("NEC")
NFPA-70 set by Underwriters Laboratories, Inc. ("UL"), and state and local codes to the extent that those
codes employ OSHA Regulations, NEC-NFPA-70 and relevant UL standards. All wire purchased from the
Seller is to be UL listed and will bare the UL mark on the cable, or include a UL label on the spool, or if respooled
include a UL certified re-spool label; and (d) for a period (the "Warranty Period") that begins on
the date of delivery and expires on the later of (i) eighteen months from the date of Platt's acceptance of
the Goods or Services, (ii) eighteen months from the date the Goods and/or Services are sold by Platt to
the ultimate end user, and (iii) the expiration of any warranty provided by Seller, (x) be of merchantable
quality, of good material and workmanship, free from defects in design, materials and workmanship, (y) be
fit for the purposes for which Goods of that type are ordinarily used, as well as for any purposes Seller has
made known to the public or to Platt or that Platt has made known to Seller, and (z) conform to all
specifications and descriptions incorporated in the Purchase Order and any samples supplied by Seller or
Platt. Seller hereby assigns to Platt the benefits of all warranties given by any persons from whom Seller
purchased any Goods or Services. If the Goods or Services are defective in any way or fail to conform in
all respects to the warranties set forth in these Terms, Seller will at Platt's option, and at Seller's expense,
within a reasonable time after notice, repair, replace, correct or re-perform any defective or nonconforming
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Platt Electric Supply, Inc. Master Purchasing Agreement revised 08/22/12