1. TERMS OF OFFER - This quotation constitutes an offer to sell according to the terms set forth herein. Unless otherwise indicated this offer shall remain open for thirty (30) days only from the date of this quotation, and shall be deemed accepted by the purchaser only upon receipt and acceptance by the seller of a purchase order from the purchaser. Acceptance of this offer by the purchaser is expressly limited to the terms hereof and in the event that the purchase order from the purchaser states terms additional to or different from those set forth herein, this offer shall be deemed a notice of objection to such additional or different terms and reflection thereof. Any acknowledgment sent by the seller to the purchaser subsequent to the seller’s receipt of a purchase order from the purchaser shall not be deemed to be an acceptance by the seller of any offer by the purchaser, and shall not alter the terms and conditions of this offer.

  2. PRICES AND TERMS - DISTRIBUTION TRANSFORMERS AND ALL ELECTRICAL PRODUCTS: These products are sold F.O.B. point of shipment with normal transportation charges allowed and prepaid to any common carrier point in the Continental United States, excluding Alaska and Hawaii on orders $500.00 net value or over. On orders of less than $500.00 net value, the full amount of any transportation costs will be prepaid and billed as a separate item. Parcel Post, Express and/or Air Shipments are F.O.B. factory.

    Published prices cover standard domestic packing only. Unless otherwise indicated, terms of payment are net cash thirty (30) days from date of shipment. Payments not made when due shall bear interest at the maximum legal rate per annum and will Void all Warranty.

    All spare or replacement parts not covered by warranty conditions are shipped F.O.B. point of shipment, transportation charges will be prepaid and invoiced as a separate item. Minimum charge on any order is fifty dollars ($50.00) plus transportation costs. Prices are subject to change without notice. Unless otherwise indicated, seller reserves the right to invoice at prices in effect on date of shipment.

  3. DELIVERY - Delivery dates are estimates of approximate dates of delivery, not a guarantee of a particular day of delivery, and are based on the prompt receipt of all necessary information from the purchaser and return of approval drawings within two (2) weeks after submittal when applicable. Furthermore, delivery dates are based on an assumed ration of acceptances. If this assumption should prove incorrect, the seller may have to allocate its production time and thereby adjust the delivery dates. The purchaser will be notified if any adjustments may be required.

  4. PAYMENTS - Unless otherwise indicated, pro rata payments shall become due as shipments are made. If shipments are delayed by the purchaser, payments shall become due on the date that the seller is prepared to make shipment. If the work to be performed hereunder is delayed by the purchaser, payments shall be made based on the purchase price and the percentage of completion. Equipment held for the purchaser shall be at the risk and expense of the purchaser.

    If the financial condition of the purchaser at any time does not, in the judgment of the seller, justify continuance of the work to be performed by the seller hereunder on the terms of payment as agreed upon, the seller may require full or partial payment in advance or shall be entitled to cancel any order then outstanding and shall receive reimbursement for its reasonable and proper cancellation charges, and in the event of bankruptcy or insolvency of the purchaser or in the event any proceeding is brought against the purchaser, voluntarily or involuntarily, under the bankruptcy or any insolvency laws, the seller shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges.

  5. TAXES - The amount of any federal, state or municipal tax applicable to the product, which the seller shall be required to pay, either on its own behalf or on behalf of the purchaser, shall be added to the prices contained herein and paid by the purchaser.

  6. PREPAID FREIGHT DELIVERY - The method and route of all prepaid freight shipments are optional with the seller. Where the purchaser specifies that shipment be made other than the usual method and route of shipment, the additional expense will be billed to the purchaser.

    If destination may be reached in part by boat shipment only, water shipment will be made at the purchaser’s expense collect. In addition to the water shipping charges, cartage to the boat will be made at purchaser’s expense. If shipment is accepted by the purchaser at one destination and reforwarded by him, the reforwarding is at the purchaser’s expense. No allowance will be made for freight if purchaser accepts shipments at the factory or if collect shipments are requested.

  7. FORCE MAJEURE - The seller shall not be liable to the purchaser for any failure or delay in complying with the terms and conditions of this agreement if such failure or delay shall be due to any act of God, nature or the public enemy, accident, explosion, operation malfunction or interruption, fire, storm, earthquake, flood, drought, perils of the sea, strikes, lockouts, labor disputes, riots, sabotage, embargo, war (whether or not declared and whether or not the United States is a participant), federal, state, or municipal legal restriction or limitation or compliance therewith, failure or delay of transportation, shortage of, or inability to obtain, raw materials, supplies, equipment, fuel, power, labor or other operational necessities, interruption or curtailment of power or other energy or fuel supply, or any other circumstances of a similar nature beyond the reasonable control of the seller. In this connection, the seller shall not be required to resolve labor disputes or disputes with supplier of raw materials, supplies, equipment, fuel or power, but may in accordance with its best interest do so. This section shall be cumulative with the provisions of the applicable section of the Uniform Commercial Code, or similar laws, enacted in the state described in the paragraph captioned “Governing Laws”, relating to excuse of seller by reason of the failure of presupposed conditions.

  8. CLAIMS FOR SHORTAGES OR SHIPPING DAMAGES - Any material received damaged must be so noted on the delivery receipt by the delivering carrier at time of delivery and reported to the seller no later than ten (10) days after receipt of shipment.

    Concealed damage claims must be reported and confirmed in writing to the delivering carrier no later than fifteen (15) days from date shipment was originally received in accordance with ICC regulations.

    Claims for shortages of material must be made to the seller within thirty (30) days after receipt of shipment. For any claims under this Paragraph (9) for which the seller may be liable, the purchaser’s exclusive remedy shall be the repair or replacement, F.O.B. factory, as the seller may elect, of such material.

  9. CANCELLATIONS - Cancellations or modifications of an order by the purchaser will only be accepted by the seller in writing and on the basis that the seller will be paid off for expenses incurred up to the time that the cancellation or modification is accepted by the seller. A minimum charge of $250.00 will be assessed. Unless otherwise provided, if there has been an accumulation of materials, engineering or drafting, the cancellation will be based on actual costs incurred, plus a reasonable allowance for overhead and profit up to 100% of selling price.

  10. WARRANTY - The seller warrants its good title to the products covered by this quotation. The seller expressly warrants the design, workmanship and material of the products covered by this quotation for a period of eighteen (18) months from the date of shipment or one (1) year from the date on which the product is installed by the purchaser, whichever period is shorter. THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY EITHER EXPRESS OR IMPLIED, EXCEPT AS IS EXPRESSLY SET FORTH HEREIN.

  11. RETURN OF MATERIAL - The seller’s permission must be obtained in writing before any products are returned to it by the purchaser for any reason whatsoever. If products are returned without such permission, purchaser authorizes the seller, in addition to such other remedies as it may have, to hold the returned products at purchaser’s sole risk and expense.

    When the purchaser requests authorization to return material for reasons of his own, the purchaser will be charged for placing the returned goods in saleable condition, restocking charges and for any outgoing and incoming transportation paid by the seller.

  12. BACKCHARGES AND ALTERATIONS - The seller will not be responsible for any back charges to correct any possible manufacturing error, or any modifications to meet existing conditions or for any reason whatsoever unless authorized by the seller in writing. Any field problem should be reported to Greenville Transformer Company, Inc.

  13. LIMITATION OF LIABILITY - The purchaser’s exclusive remedy on any claim of any kind for any loss or damage arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, or repair or use of any products covered by or finished under the contract, including but not limited to any claim of negligence or other tortuous breach, shall be the repair or replacement, F.O.B. factory, as the seller may elect, of the product or part thereof giving rise to such claim, except that the seller’s liability for such repair or replacement shall in no event exceed the contract price allocable to the products or part thereof which gives arise to the claim. THE SELLER SHALL IN NO EVENT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

  14. GENERAL - Any assignment of the order, or any rights hereunder, by the purchaser without written consent of the seller shall be void. The provisions of any contract resulting from the order are for the benefit of the parties thereto and not for any other person. No waiver, alteration, or modification of any of the provisions hereof shall be binding unless in writing and signed by a duly authorized representative of the seller. ANY PURCHASE ORDER PURSUANT TO THE ACCOMPANYING QUOTATION SHALL BE SUB-JECT TO THE APPROVAL OF SELLER’S CREDIT DEPARTMENT AND SHALL NOT RESULT IN A CONTRACT UNTIL IT IS ACCEPTED AND ACKNOWLEDGED BY SELLER AT SELLER’S PLANT.

  15. GOVERNING LAW - Any contract formed pursuant to this quotation shall be governed by and construed in accordance with the laws of the State of Texas.

Greenville, Texas March 1, 2006 -SUPERSEDES ALL PREVIOUS WARRANTIES-