Laner Electric Supply Co., Inc.

Acceptance by Laner Electric Supply Co., Inc. (LESCO) of any purchase order placed by Buyer is expressly conditioned upon the terms and conditions contained herein. Any additional or different terms and conditions set forth in Buyer's purchase order or similar communication are objected to and will not be binding upon LESCO unless specifically assented to in writing by an authorized representative of LESCO management.

1. Prices and Terms All prices by LESCO are subject to change without notice. Prices do not include any present or future sales, use, excise, value-added or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by the Buyer. All sales are made f.o.b. point of shipment; in all cases title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon Buyer. Any deviation after the placement of the order such as changes in quantity, specifications, partial release, etc., will be subject to the manufacturers terms and conditions where applicable. Extra labor or mechanical facilities required to unload, store, or prepare materials for installation shall be provided by Buyer at no cost LESCO.

2. Delivery of Goods Factory shipping dates given in advance of actual shipment are estimates by the manufacturer and shall not be deemed to represent fixed or guaranteed shipping dates. LESCO shall not be liable for failure to deliver or delay in delivery or performance due to (i) a cause beyond its reasonable control or (ii) and act of God or omission of Buyer, act of civil or military authority, governmental priority of other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation or (iii), any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay. In addition to any other right which LESCO may have hereunder or at law, LESCO may suspend shipment of any goods for which LESCO has not already received payment whether Buyer is in default under this or any other contract of sale between LESCO and Buyer.

3. Payment and Financial Condition Each shipment or delivery shall be deemed to have been sold under a separate and independent contract. Any order for goods by Buyer shall constitute a representation that Buyer is solvent. If, in the judgment of LESCO, the financial condition of the Buyer at the time of manufacture or shipment does not justify the terms of payment specified, LESCO reserves the right to require from Buyer full or partial payment or other adequate assurance of performance before manufacture or shipment. LESCO reserves the right to suspend its performance until such payment or adequate assurance of performance has been received. If payment is not made when due, Buyer agrees to pay a charge on the amount past due at the rate of 1.5% per month (18% per annum) or the maximum lawful rate, whichever is less. Nothing herein shall be deemed to extend or otherwise modify Buyer's obligation to make payment when due. In the event of default, Buyer agrees to pay LESCO's reasonable attorney's fees, if any, incurred by LESCO in collection of damages from Buyer.

4. Warranties Goods distributed by LESCO are the products of reputable manufacturers. LESCO shall use its best efforts to obtain from each manufacturer, in accordance with the manufacturer's warranty ( copies of which will be furnished upon request ) or customary practice, the repair or replacement of goods that may prove defective in material or workmanship. The foregoing shall constitute the exclusive remedy of the Buyer and the sole obligation of LESCO. Except as to title , THERE ARE NO WARRANTIES, EITHER WRITTEN, ORAL, IMPLIED OR STATUTORY, relating to the described goods which extend beyond that described in this paragraph. NO IMPLIED STATUTORY WARRANTY OR MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY.

5. Limitation Of Liability. LESCO's liability on any claim for loss or damage arising out of this contract or for the performance or breach thereof or connected with the supplying of any goods hereunder, or their sale, resale, operation or use, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allowable for such goods or part thereof involved in the claim. LESCO shall not, under any circumstances, be liable for any labor charges without the prior written consent of LESCO. LESCO shall not in any event be liable, whether as a result of breach of contract, warranty, tort (including negligence) or other grounds, for special, consequential, incidental or penal damages including ,but not limited to, loss of profits or revenue, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Buyer for such damages. If LESCO furnished Buyer with advice or other assistance, which concerns any goods supplied hereunder, or any system or equipment in which any goods may be installed, and which is not required pursuant to this contract, the furnishing of such advice or assistance will not subject LESCO to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.

6. Hazardous Business Unless otherwise agreed in writing by an authorized representative of LESCO management, goods sold hereunder are not intended for use in connection with any nuclear facility or any other hazardous activity such as commercial or military aircraft, missile installation, space exploration or other critical applications where failure of a single component could cause substantial harm to persons or property. If so used, LESCO disclaims all liability for any nuclear damage, contamination or other injury and Buyer shall indemnify and hold LESCO harmless from such liability whether as a result of breach of contract, warranty, tort (including negligence) or other grounds. Neither LESCO nor its suppliers shall have any liability to the Buyer or its insurers, whether based on contract, warranty, tort (including negligence) or other grounds for on-site damage to any property located at a nuclear facility.

7. Termination Buyer may terminate an order only by mutual agreement based upon payment to LESCO of reasonable and proper termination charges.

8. Returned Goods Goods may not be returned without the prior written consent of LESCO. LESCO is under no obligation whatsoever to accept any returned goods from Buyer. LESCO reserves the right to withhold credit to Buyer for returned goods until LESCO has received proper credit from the manufacturer of those goods. Buyer is responsible for payment of all original charges and invoices for returned goods, in accordance with original invoice terms, until credit for returned goods has been issued to Buyer by LESCO.

9. Assignment The delegation or assignment by Buyer of any or all of its duties or rights hereunder without the prior written consent of LESCO shall be void.

10. General All orders are subject to acceptance by the management of LESCO. Any representation, affirmation of fact and course of dealings, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party. No waiver, alteration or modification of any of the provisions hereof shall be binding upon LESCO unless specifically assented to in writing by an authorized representative of LESCO management. The validity, performance, and all matters relating to the interpretation and effect of this agreement (including any applicable charges) and any amendment hereto shall be governed by the laws of the State of California.