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

13. Termination of Purchase Orders; Returns. Platt may, without cause and at any time prior to shipment
of the Goods or performance of the Services, terminate a Purchase Order in whole or in part without cost
or liability by giving written notice to Seller. With respect to stock Goods that have been shipped, Platt
may return those Goods to Seller for full credit (at a minimum Bi-Annually) as long as (a) the returned
Goods are in saleable condition (whether or not they are in the original packaging) and (b) the Goods have
not been discontinued by Seller (stock Goods will be deemed to be discontinued by Seller 90 days after
Platt receives written notice that Seller intends to discontinue those Goods). With no less than sixty (60)
days prior notification in writing, Supplier shall notify Platt of all Products that are to become Obsolete or
Discontinued by the Supplier or are to be removed from Supplier’s current price list. Platt shall have the
right to return for full credit of the original purchase price, without limitation as to the dollar amount and
whether or not they are in the original packaging, all Products that are to become Obsolete or
Discontinued by the Supplier or will be removed from Supplier’s Current Price List: provided Platt returns
such Products within ninety (90) days after Platt receives written notice that such Products are to become
obsolete, discontinued or are to be removed from Supplier's price list.
14. Taxes. Unless otherwise agreed in writing, the price of the Goods and Services includes all federal,
state and local sales and use taxes, ad valorem taxes, tariffs, duties, commissions and other similar
charges, whether domestic or foreign, imposed on the Goods or Services, or any part of the transaction in
this Agreement. Seller will timely pay all taxes to the appropriate authorities and properly file all tax
returns. Seller agrees to hold harmless, indemnify and reimburse Platt for any such taxes (including
penalties and interest) that Platt may be required to pay.
15. Most Favored Customer. Platt will not be billed at prices higher or be required to make payment
earlier than stated in a Purchase Order unless authorized by Platt in writing. Seller represents and
warrants that (a) the price(s) charged for the Goods or Services are the lowest price(s) charged by Seller
to purchasers of a class similar to Platt; (b) payment terms are the most generous given to any of Seller's
customers for quantities similar to those specified in that Purchase Order; and (c) the price(s) charged for
the Goods are no higher than that specified in any exhibit to this Agreement. In the event that prior to final
delivery of Goods or completion of performance Seller sells or offers to sell to a third party Goods or
Services substantially of the same kind as ordered in a Purchase Order at lower prices or on terms more
favorable to Platt than those stated in a Purchase Order or this Agreement, or both, Seller agrees that the
prices and terms in that Purchase Order will be automatically revised to equal the lowest prices and most
favorable terms at which Seller sold or offered such Goods and Services, and Platt will make payment
accordingly. In the event Platt becomes entitled to lower prices, but has made payment in excess of the
lower prices, Seller will promptly refund the difference in prices to Platt. Seller agrees to meet the price of
legitimate competition or accept cancellation and termination of a Purchase Order by Platt without any
claim for costs or damages.
16. Security Agreement. To the extent Platt has made any payments to Seller, Seller grants to Platt a
continuing security interest in all or any part of the Goods, whether or not completed, that are identifiable
to this Agreement. Seller expressly authorizes Platt to file any UCC financing statements and/or notify
other secured parties to obtain priority over any competing security interest in the Goods.
17. MSDS Sheets. Seller will provide one MSDS Sheet for each individual item of a Good at no cost to
Platt. For example, if Platt purchases a case of 24 items of a Good, Seller will send Platt 24 MSDS sheets
for those items. Vendor shall also make available MSDS at vendors Web site.
18. Nonsolicitation. From the date Seller first delivers Goods to Platt or to one of Platt's Customers and for
a period of one (1) year after the date of Seller's last delivery of a Good to Platt or to one of Platt's
Customers, Seller will not, without the written consent of Platt's President or Chief Executive Officer,
directly or indirectly solicit, divert or hire (or attempt to solicit, divert or hire) for itself or for any other entity,
any person that is, or within one year of the date of solicitation, diversion or hiring was, an employee or
independent contractor of Platt, whether that person was a full-time, part-time or temporary employee or
contractor and whether or not that person's employment or engagement by Platt was for a fixed period or
at will.
19. Compliance with Law. Both Platt and Seller will at all times comply with all State and Federal
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Platt Electric Supply, Inc. Master Purchasing Agreement revised 08/22/12