1. DEFINITIONS. For purposes of these Terms and Conditions and any other Purchase
Documentation (as defined below):
a. PURCHASE DOCUMENTATION. “Purchase Documentation” means (i) a
quotation, estimate, proposal, sales/purchase order for the Products (“Purchase
Order”); (ii) these Terms and Conditions; (iii) Seller’s Acknowledgement and any
other written acknowledgement under the Purchase Documentation; and/or (iv)
any other documentation containing the specifications of the Products and other
incorporated provisions governing the sale and purchase of the Products.
b. PRODUCTS. “Products” means the goods and services that Seller is to provide in
accordance with the Purchase Documentation.
c. CONTRACT. “Contract” means the binding agreement for the purchase and sale
of the Products as set forth in the Purchase Documentation.
d. SELLER. “Seller” means Fisher Electric LLC and its successors or assigns.
e. BUYER. “Buyer” means the person or entity that submits and/or signs the
Purchase Order and any other Purchase Documentation for the purchase of
Products from Seller and such party’s officers, employees, agents and persons
identifying themselves as acting for, and with the authority of, Buyer.
2. SELLER AND ITS AGENTS. For all sales, wherever Seller’s signature or approval is
required, it must be by an Officer of Fisher Electric LLC. Seller’s agents, employees, and
representatives have no authority to bind Seller to any affirmation, waiver, representation,
or warranty inconsistent with these Terms and Conditions, unless expressly agreed to in
writing by an Officer of Seller or otherwise approved by duly authorized corporation
action.
3. AUTHORIZATION OF BUYER AND BUYER’S AGENTS. In consideration of Seller
selling goods to Buyer, the person signing any such acceptance or agreement on behalf of
Buyer represents and warrants that he or she is authorized to sign on behalf of Buyer. The
parent company, if any, of Buyer also guarantees performance of the agreement and
payment by Buyer. The person signing and Buyer warrant that the information given to
Seller is true and correct in all respects.
4. GENERAL AGREEMENT. These Terms and Conditions are incorporated by reference
in all Purchase Documentation with Buyer, and they shall control notwithstanding
anything to the contrary therein. Buyer’s issuance of an order in response to an estimate
or quotation shall be deemed an acceptance of these Terms and Conditions of Sale. Seller
hereby objects to any terms and conditions appearing in Buyer’s order confirmation that
modify (materially or otherwise), contradict, or are in addition to the terms and
conditions appearing herein. Buyer recognizes and acknowledges that Seller’s acceptance
of the Purchase Order is expressly limited to the terms contained herein and Buyer agrees
that any terms, conditions or provisions in any printed matter supplied by Buyer which
are inconsistent with any terms contained herein, including any statement that purports to
reject additional or varying terms of the Purchase Order, or which limit acceptance to the
terms contained in any Buyer’s order confirmation are null and void and of no force and
effect.
5. ACCEPTANCE OF PURCHASE ORDER. All orders received are subject to initial
acceptance by Seller and subsequent credit approval. Seller may reject any order in its
sole discretion. In the event Buyer requests a modification or change to specifications,

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quantity or time of delivery or performance, Buyer shall be responsible for payment for
any modifications or changes performed by Seller.
6. CANCELLATION. Buyer may not cancel any Purchas Orders unless a written
cancellation notice is received by Seller within five (5) days of the placement of the
Purchase Order. In the event Seller receives a timely cancellation notice, Buyer shall pay
a cancellation charge equal to Seller’s billable time for labor, material, and overhead
costs to the date of receipt of Buyer’s written cancellation notice, plus any costs that
Seller incurs as a result of the cancelation, and Seller’s profit that would have been
earned absent any such cancellation. Any other cancellation by Buyer shall constitute a
breach of contract and default hereunder.
7. RETURNS OF GOODS. In no case are goods to be returned or cancelled without first
obtaining Seller’s permission. Buyers shall pay the costs of return or cancelation of any
goods and shall use its best efforts to insure that all goods and packaging materials are
protected from damage, including, without limitation, from forklifts and weather.
Returned goods must be securely packed and reach Seller without damage. Returned
goods may be subject to a reasonable handling and restocking charge. Buyer shall be
responsible for full payment for any and all returned or cancelled goods, plus any costs
that Seller incurs as a result of the return or cancelation, if the goods are: (i) dedicated,
special, or specific to the Buyer; (ii) not normally a stocked item; (iii) of a quantity that
exceeds Seller’s normal on-hand inventory level; (iv) specially designed, modified or
manufactured for Buyer; and/or (v) otherwise not returnable under Seller's or
manufacturer's return policy, regardless of whether the goods are on hand at Seller, work
in process, in transit or on back order when the goods are canceled or returned. Credit for
returned goods will be allowed only to the extent agreed to in writing by a duly
authorized representative of Seller.
8. DELIVERY. Shipping dates given in advance of actual shipment are estimated.. All
direct shipments are F.O.B. point of shipment, and each shipment or delivery shall be
considered a separate and independent transaction. All claims for breakage and damage,
whether concealed or not, must be made to the carrier as soon as possible after the receipt
of any such shipment. Seller will provide Buyer with reasonable assistance in securing
adjustments from the carrier for such damage claims. Responsibility for filing claims
with the manufacturer or carrier, as the case may be, rest with the Buyer. Invoices
generated for shipments made by Seller’s vehicle or third party carrier, or for pick-up by
Buyer, shall be deemed to be evidence of delivery. Orders will be considered complete
upon shipment of a reasonable quantity over or under the amount specified in the order
when it is impractical to produce the exact quantity ordered. Normal tolerances in
specifications shall be acceptable.
9. DELAYS / FORCE MAJEURE. Seller shall endeavor to meet Buyer’s request for
delivery dates and schedule dates as shown on the Purchase Order; however, any
requested date is only approximate and Seller shall incur no liability whatsoever for any
default or delay caused by any condition beyond Seller’s control, including, but not
limited to, Buyer’s conduct, weather, acts of God, strikes, walkouts, boycotts or other
labor trouble, war, riot, fire, flood, disease, any statute, regulation, rule ordinance or order
of any governmental agency, or delays by Seller’s subcontractors or suppliers in
furnishing materials, labor or supplies. To the extent that such causes actually delay
deliveries on the part of Seller, the time for performance shall be extended for as many

days beyond the date thereof as is required to obtain removal of such causes. During any
period in which materials or labor required are limited, whether caused by the
circumstances described above or otherwise, Seller may allocate any available materials
and/or labor amongst its customers on such basis as Seller deems fair and reasonable in
its discretion.
10. ACCEPTANCE OF INVOICE. Buyer will be conclusively deemed to have accepted and
agreed to any invoice from Seller (including but not limited to the price, quantity, quality,
and description of the goods as stated on the invoice and any and all terms, provisions,
conditions, agreements, representations, and warranties on the invoices), unless Seller
receives written objection to the invoice from Buyer within 10 days after the date the
invoice is sent to Buyer. Written objection must be sent by letter to Seller at its main
office at 2417 Franklin St, Brandon, VT 05733 by registered or certified mail specifying
the nature of the complaint. Buyer’s compliance with these conditions precedent shall not
constitute an admission by Seller of the merits or amount of Buyer’s claim or defense.
11. PAYMENT. Unless there is an express written agreement between Seller and Buyer
specifying different payment terms, payment will be due prior or upon receipt of any and
all Products. Unless there is an express written agreement between Seller and Buyer
specifying different payment terms, payment will be due prior or upon receipt of any and
all labor operations performed by Seller or subcontractors contracted through
Seller. Unless there is an express written agreement between Seller and Buyer specifying
different payment terms, any and all invoices are due upon receipt. There is no grace
period, and Buyer’s account may be automatically placed on hold if payment is not
received within the period provided by these terms and conditions. Buyer must ensure
that payments are processed and mailed on time to meet these requirements. Seller is not
responsible for any losses or damages that Buyer may incur due to suspension or
termination of any account or agreement. Unless indicated otherwise on the Invoice or
Statement, all payments should be made payable to: Fisher Electric LLC and sent to the
following address: 2417 Franklin Street, Brandon, VT 05733. Buyer’s obligation to pay
Seller for the goods and services provided are not conditioned upon Buyer obtaining
acceptance or approval from any third party (e.g. lenders, contractors, project managers,
bondholders, insurance companies, owners) or receiving payment from any third party
(e.g. “retainage” amounts, insurance or bond proceeds, or “pay-when-paid” contract
agreements).
12. TAXES. The prices for goods do not include any sales, use or other taxes or charges
payable to state or local authorities. Buyer shall be responsible for and shall pay all
federal, state and local sales, use, property, excise, freight or other taxes imposed on or
with respect to the goods, except taxes levied on Seller’s net income with respect to such
goods. To the extent that such taxes do not appear as an itemized charge, Buyer certifies
that the sale of the goods is exempt from such taxes and Buyer assumes the liability for
any such tax which may be found to be due, and agrees to indemnify and hold Seller
harmless with respect thereto.
13. SERVICE CHARGES. Invoices that are past due are subject to interest from the due date
until paid at the lesser of 1.5% per month (18% per annum), or the highest rate permitted
by applicable law.
14. SINGLE BREACH BY BUYER. Each shipment shall be treated as a separate and
independent contract with respect to forwarding and terms of settlement. However, if

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Buyer defaults in the payment of any purchase price when due, Seller may, without
prejudice to other lawful remedies, immediately place the account on hold and defer
further performance until the defaulted payments are made, or on three days’ written
notice to Buyer, may either make future deliveries against the contract for cash in
advance only, or treat the entire contract as breached by Buyer and pursue its remedies
for such breach.
15. SECURITY INTEREST. In addition to any security interest granted by the Uniform
Commercial Code, Buyer grants Seller a security interest in the Products to secure all
obligations of the Buyer to Seller. Buyer agrees to execute all necessary further
documents reasonably requested by Seller to protect its security interest in the Products.
Buyer authorizes Seller to file financing statements evidencing the security interest
granted hereby. In case of a default by Buyer, Seller may peaceably enter the premises of
the Buyer to repossess all Equipment in which it has a security interest. Buyer shall not
sell, exchange, transfer, or grant a security interest in any goods, equipment, proceeds or
products which are subject to these Terms and Conditions if payment for same has not
been made in full to Seller. Seller may suspend or cancel its performance and retake
possession of any Products whenever, in its opinion, Buyer shall fail, refuse or be unable
to perform in accordance with the Purchase Documentation or any other contract between
Buyer and Seller. Seller may, as a condition precedent to performance, or continuing or
resuming performance, require of Buyer such information, security of guarantee of
performance which, in Seller’s opinion, will insure performance payments under such
contract or contracts. Termination or suspension of the Contract or the retaking of
material under any of these conditions shall not prejudice any claims of Seller for the
price of materials or labor furnished or for damages other than the reduction of any such
claims by the salvage value of any such materials retaken
16. EXTRA EXPENSE. No labor expense or other charges will be accepted by Seller as a
result of the use or modification of any of the goods sold hereunder, unless approved in
writing by a duly authorized representative of Seller prior to the incurring of such
expense.
17. ACCURACY OF CATALOGS, WEBSITE AND BROCHURES. (Please read the
following Disclaimer before using any of Seller's catalogs, website and brochures.) The
product information, specifications, and descriptions contained in Seller's catalogs,
website, brochures or other product descriptions have been compiled for the use and
convenience of the customers of Seller from information furnished by various
manufacturers. Seller cannot and does not accept any responsibility for the accuracy or
correctness of any description, calculations, specification or information contained
therein. Seller is selling the goods and merchandise illustrated and described therein on
an "as is" basis and subject to the warranty terms herein set forth.
18. SAFETY DATA. From time to time, Seller may furnish to Buyer Safety Data Sheets
("SDS") and/or other information relating to health, safety and environmental data as
required by law ("Other HSSE Information") provided by the manufacturer in connection
with certain goods or products delivered hereunder. It is Buyer's responsibility to comply
with the requirements and recommendations contained in the SDS and the Other HSSE
Information with respect to the handling, use and disposal of such goods and products as
provided therein and to supply Seller with such information required by the manufacturer
for compliance purposes.

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19. WARRANTIES. Because Seller sells goods that it does not manufacture, Seller makes no
warranties or representations, express or implied, as to workmanship, performance,
quality, durability, fitness for a particular purpose, suitability or merchantability for any
products sold. This disclaimer is for all liability including liability in contract, in tort or
otherwise for incidental, consequential, special damages, or any loss or damage, whether
to property or injury to persons, whether foreseeable or not foreseeable, resulting, directly
or indirectly, from the use or loss of use of any product sold. Seller agrees to assign and
pass-through to Buyer any warranties expressly provided by the manufacturer of the
goods or product purchased, which shall be Buyer’s exclusive rights of warranty. Buyer’s
remedies are subject to any limitations contained in the manufacturer’s terms and
conditions to Seller. If there is no warranty provided by the manufacturer, then the goods
are sold “as is.” Seller does not install any products that it sells. If a product sold by
Seller later becomes subject to a manufacturer’s recall, the recall will occur strictly in
compliance with the manufacturer’s recall and sales policies, and Seller will not be liable
or responsible to install any replacement products. While Seller may provide
manufacturer warranty information, it does not warrant or guarantee any such delivery or
advice. THE WARRANTY EXPRESSED IN THIS PARAGRAPH 19, AND THE
OBLIGATIONS AND LIABILITIES OF SELLER IN THESE TERMS AND
CONDITIONS OF SALE, ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND BUYER HEREBY WAIVES ALL OTHER
REMEDIES, WARRANTIES, GUARANTEES OR LIABILITIES WHETHER OR NOT
OCCASIONED BY SELLER’S NEGLIGENCE. THIS WARRANTY SHALL NOT BE
EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT
SIGNED BY SELLER AND BUYER.
20. Seller makes no representation whatsoever with regard to whether any goods or products
comply with the Occupational Safety and Health Act (OSHA), the Americans with
Disabilities Act (ADA), the Consumer Products Safety Act, or any other federal, state, or
local statute, law, or ordinance, or the rules and regulations issued thereunder.
21. LIMITATION OF LIABILITY. Notwithstanding anything in these terms and conditions,
the Purchase Documentation or the Contract, Seller shall not be liable, whether in
contract, warranty, tort (including negligence), strict liability, indemnity or any other
legal or equitable theory for: loss of use, revenue, savings, profit, interest, goodwill or
opportunity, cost of capital, costs of replacement or substitute use or performance, loss or
damage to property or equipment, claims arising from buyer’s third party contracts, or for
any type of indirect, special, liquidated, punitive, exemplary, collateral , incidental or
consequential damages of any kind arising out of or connected with these Terms and
Conditions or the Contract. In addition to the assignment of manufacturer warranty stated
above, Buyer’s exclusive remedy for any claim against Seller is for Seller, at its option, to
repair or replace the goods or product, or for Seller to request return of the goods or
product and tender to Buyer the purchase price paid upon redelivery. The remedies of
Buyer as set forth herein are exclusive, and the liability of Seller under any legal theory
shall not exceed the purchase price of the goods or products on which such liability is
based. THE LIMITATIONS OF LIABILITY IN THESE TERMS AND CONDITIONS
REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE

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PARTIES. BUYER AGREES THAT THE EXCLUSIONS AND LIMITATIONS IN
THIS SECTION 15 WILL PREVAIL OVER ANY CONFLICTING TERMS AND
CONDITIONS IN THESE TERMS AND CONDITIONS, THE PURCHASE
DOCUMENTATION AND THE CONTRACT AND MUST BE GIVEN FULL FORCE
AND EFFECT, WHETHER OR NOT ANY OR ALL SUCH REMEDIES ARE
DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THESE
LIMITATIONS ARE EFFECTIVE EVEN IF SELLER HAS BEEN ADVISED BY
BUYER OF SUCH DAMAGES, THE WAIVERS AND DISCLAIMERS OF
LIABILITY, RELEASES FROM LIABILITY AND LIMITATIONS ON LIABILITY
EXPRESSED IN THIS SECTION 15 EXTEND TO SELLER’S AFFILIATES,
PARTNERS, PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS,
EMPLOYEES, SUPPLIERS, AGENTS AND SUCCESSORS AND ASSIGNS.
22. LIMITATION OF ACTIONS. No legal action, regardless of form, arising out of the
Contract shall be brought more than one (1) year after the occurrence of the event giving
rise to such cause of action.
23. ASSIGNMENT. No right or obligations hereunder of Buyer shall be assigned to, or
assumed or performed by, a third party without the prior written consent of Seller, and
any purported assignment or assumption without such consent shall be void.
24. APPLICABLE LAW. The validity, construction and performance of any agreement will
be governed by the laws of the State of Vermont without regard to conflicts of laws
principles thereof. In the event of litigation in court, each Party agrees and hereby
submits to the exclusive personal jurisdiction and venue of the state and federal courts
situated in Chittenden County, Vermont and waives any objection or right to contest said
jurisdiction or venue or that any such action or proceeding was brought in an
inconvenient court. Except as otherwise expressly provided in a written agreement or
these Terms and Conditions, and unless the context requires otherwise, the provisions of
Article 2 of the Vermont Uniform Commercial Code will control as to all aspects of these
terms and conditions and their interpretation, and that all the definitions contained therein
will apply.
25. INDEMNIFICATION. Buyer shall indemnify, hold harmless from, and release and not
make claim or suit against Seller because of, any suits, claims, losses, or other liability
made against, or suffered by, Buyer arising from any claim of, or infringement of, patent,
copyright, trademark, or other proprietary rights, at common law, or claim of unfair trade
or of unfair competition, resulting from, or occasioned by, Buyer’s use, possession, sale,
or delivery of the merchandise sold to Buyer by Seller.
26. NON-WAIVER BY Seller. Failure to require compliance of any provision of these
Terms and Conditions or any other Purchase Documentation by Seller shall not be
construed as a waiver of any other breach. Seller’s acceptance of less than full payment
shall not be a waiver of any of its rights.
27. WAIVERS BY BUYER. Buyer waives demand, notice, protest, notice of acceptance of
this agreement, notice of credit extended, notice of collateral delivered or received, and
all other notices.
28. NOTICES. All notices, requests, consents and other communications required or
permitted under these Terms and Conditions shall be in writing and shall either be sent by
(1) overnight courier, (2) by U.S. Mail registered or certified, postage prepaid, (3) hand-
delivery or (4) transmitted by facsimile or e-mail. In each case notice shall be delivered to

7

Buyer and Seller at their respective addresses on file. Either party may change its address
by written notice to the other. All notices between Buyer and Seller shall be deemed to
have been given when (i) actually received or three (3) days after deposit in the mail as
specified above, whichever is earlier; or (ii) delivered, if hand delivered.
29. SEVERABILITY. No legal action, regardless of form, arising out of the Contract shall be
brought more than one (1) year after the occurrence of the event giving rise to such cause
of action.
30. COMPLETE AGREEMENT / AMENDMENT. The terms and conditions stated under
the Purchase Documentation constitute the full and final expression of the parties’
agreement. No statements or agreements, oral or written, made prior to the date hereof
shall vary or modify these written terms and no modification, amendment, waiver or
release of any provision shall be effective unless in writing, signed by both parties, with a
specific statement that it is intended as an amendment to a specified agreement or
contract.
31. ATTORNEYS FEES. In the event that Seller incurs any expenses, including reasonable
attorney’s fees, to enforce the terms and conditions of these Terms and Conditions, the
Contract and/or any Purchase Documentation, Seller shall be entitled to recover said
expenses from Buyer.
32. TERMS AND CONDITIONS RECEIPT. BUYER AGREES TO AND
ACKNOWLEDGES RECEIPT OF THESE TERMS AND CONDITIONS WHETHER
HAND DELIVERED OR THROUGH VIEWING ONLINE AT
www.fisherelectricllc.com/terms, where copies of the Terms and Conditions of Sale are
available. Buyer may also request additional copies by contacting Seller directly at

802-465-8551,.

Terms and Condition of Sales and Service

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