10306 Norwalk Blvd., Santa Fe Springs, CA 90670

Your Hub for Motor Control & Distribution: Thousands of Parts, One Convenient Source, One-Stop Shop!





1. Governing Terms and Agreement. The following general terms and conditions of sale and the
provisions on the face of any invoice shall constitute the entire agreement between you and
MAG-TROL as to the sale of electrical supplies (“Goods”) from MAG-TROL to you (“Agreement”), and
supersedes all prior quotations, purchaser orders, correspondence or communications whether written
or oral between MAG-TROL and you.

2. Price and Terms of Payment. Written quotations are valid for 30 days from the date issued unless
otherwise stated in the quotation or terminated sooner by notice. Verbal quotations, unless
accepted, expire the same day they are made. A complete signed order must be received by MAG-TROL
within 20 calendar days; otherwise, the price and shipment will be subject to renegotiation. All
prices are F.O.B. MAG-TROL’s point of shipment unless otherwise specified in writing. You waive any
right of set-off and shall make no deductions from payments due to MAG-TROL or for any damages of
any type claimed by you against MAG-TROL.

3. Payment. MAG-TROL may refuse, change or withdraw extensions of credit at any time in its sole
discretion. MAG-TROL shall have the right to demand payment on delivery of the Goods or prior to
shipment of the Goods to the extent it deems advisable. MAG-TROL reserves the right to require
payment in cash or by certified check. If payment due MAG-TROL is not made in accordance with these
terms, you agree to pay all costs and expenses of collection including but not limited to
attorney’s fees incurred, up to the maximum permitted by applicable state law. MAG-TROL also
reserves the right to discontinue making shipments and to cancel the sale, or any part thereof,
thereby terminating all of MAG-TROL’s obligations for delivery of the Goods, or any part of the
Goods sold in the event of non-payment.

4. Shipment. Shipment and Routing. MAG-TROL shall select the point of origin of shipment, the
method of transportation, the type of carrier equipment and the routing of the shipment. If you
specify a special method of transportation, type of carrier equipment, routing, or delivery
requirement, you shall pay all special freight and handling charges. Concealed Damage. Except in
the event of F.O.B. destination shipments, MAG-TROL will not participate in any settlement of
claims for concealed damage. Upon due tender of the Goods for delivery at the F.O.B. point, title
to the Goods passes to you and all risks of loss or damage pass to you, regardless of terms and
payment or form of bill of lading, or the mode of shipment, or who pays the actual transportation
charges. When shipment has been made on an F.O.B. destination basis, you must unpack immediately
and, if damage is discovered, must:
(a) Not move the Goods from the point of examination.
(b) Retain shipping container and packing material.
(c) Notify the carrier in writing of any apparent damage.
(d) Notify an MAG-TROL representative within 72 hours of delivery.
(e) Send MAG-TROL a copy of the carrier’s inspection report.

5. Limited Express Warranty and MAG-TROL’s Default. Goods sold by MAG-TROL are warranted to you
only and as follows: such goods shall be free from material defect (under normal use, storage,
handling, installation and other normal conditions) for a period of twelve (12) months from the
date of sale. If its is determined to MAG-TROL’S reasonable satisfaction upon inspection, that
goods sold by MAG-TROL pursuant to this agreement are not was warranted, MAG-TROL’s sole obligation
shall be, at its option, to replace any such defective product (or part thereof as MAG-TROL
determines), or if MAG-TROL decides that the product cannot be replaced, at its sole discretion, to
either refund amounts paid for such goods or to grant a reasonable allowance on the account of such
defect. All warranty claims must be received in writing before the end of the twelve (12) month
warranty period, together with the return of the claimed defective good(s) within this same period.
Any claim on account of a defect in goods sold or for any other cause whatsoever shall be deemed
waived by you unless written notice thereof is given to MAG-TROL within the twelve (12) month
warranty period. MAG-TROL shall be given a reasonable opportunity to investigate all claims.
MAG-TROL may or may not be a distributor sanctioned by the original manufacturer of the goods.
MAG-TROL issues this warranty which is exclusive and in lieu of any other warranties including any
manufacturer’s warranty that may or may not apply. This limited warranty is in lieu of and excludes
all other warranties, express of implied by operations of law or otherwise, including any warranty
of merchantability or non-infringement or that the goods are fit for, or can be used for any
particular purpose desired by you. MAG-TROL disclaims, and you waive all remedies not provided
herein. The total cumulative liability of MAG- TROL arising from or related to this contract
whether the claims are based in contract, in tort (including negligence or strict liability) or
otherwise, shall not exceed the price of the goods on which such liability is based. The limited
warranty granted pursuant to this Agreement is extended to you as the original purchaser from
MAG-TROL and is non- transferable and non-assignable.

6. Return Policy. Any returned Goods must be returned with MAG-TROL RMA enclosed. Requests for RMA
shall be in writing and will be granted subject to the following conditions:
a) Items eligible for return to MAG-TROL: Items must be neither used nor installed and returned
with their original packaging and cartons, in commercially acceptable re- sellable condition.
b) Restocking Charges: All returns may incur up to A 25% restocking fee.
c) Any outbound freight charges incurred by MAG-TROL on returned items will be recovered in
addition to the aforementioned restocking fees.
d) Items not eligible for return to MAG-TROL:
Special ordered items, items that have been installed, used, out of carton and/or missing parts;
invoices over 90 days old; goods that have been misapplied and did not meet the intended purpose as
designed by the manufacturer; goods damaged by improper installation including failure to tighten
lugs to manufacturer’s recommendation or using improper attachments; any goods that have the
MAG-TROL warranty label removed; any goods that have been altered or modified.
Exception: Items that are covered under warranty are subject to terms in warranty section. Any
material returned without RMA or does not meet the criteria for eligible items to return will be
returned without credit being issued.

7. Default by You. Each shipment hereunder shall be deemed a separate contract and if you fail to
pay any invoice when due, or fail to accept any shipment as scheduled, MAG-TROL may, without
prejudice to other remedies, either defer further shipments until the default is corrected or
cancel the unfilled portion of this order and of any or all other orders. MAG-TROL’s waiver of any
provisions herein or any breach thereof shall not constitute a waiver of any subsequent breach nor
of any other provision herein. Compliance with Nuclear Regulations. MAG-TROL’s Goods are sold as
commercial grade Goods not intended or application in facilities or activities licensed by the
United States Nuclear Regulatory Commission for atomic purposes. Further certification will be
required for use of the Goods in any safety-related application in any nuclear facility licensed by
the U.S. Nuclear Regulatory Commission. Compliance with OSHA. MAG-TROL offers no warranty and makes
no representation that its Goods comply with the provisions or standards of the Occupational Safety
and Health Act of 1970, or any regulation issued thereunder. In no event shall MAG-TROL be liable
for any loss, damage, fines, penalty or expenses arising under said Act. Compliance with U.S.
Export Control Regulations. All Goods sold to you are subject to the export control laws of the
United States and you agree not to resell or divert any Goods contrary to such laws.

8. Force Majeure. MAG-TROL shall not be liable for any loss, damage, expense, cost, product,
failure, cover, non-performance, delay in delivery or breach caused or occasioned by acts of God or
any governmental authority (including but not limited to any preference, priority or allocation
order), labor disputes (including but not limited to strikes and lockouts), unusual weather
conditions, fire, flood, accident, epidemics, quarantine restrictions, explosions, sabotage, or
other catastrophes or serious accidents, unavailability of materials or components or late delivery
thereof, boycott, embargo, fuel or energy shortage, car shortage, wrecks or delays in
transportation, insurrection, riot, civil disturbance, war, exposure to conditions or processes not
specified by MAG-TROL, or any other cause which is unavoidable or beyond MAG-TROL’s reasonable
control. MAG-TROL may, at its option, cancel this order, or delay performance hereunder for any
period reasonably necessary due to any of the foregoing, during which time this Agreement shall
remain in full force and effect.

9. Jurisdiction and Applicable Law. This Agreement as well as any other dispute arising out of your
order shall be governed as to all matters affecting its validity, construction or performance under
the laws of the State of California. The parties hereto agree that any action brought by any one of
them, whether federal or state, shall be brought within the State of California. Venue for any
dispute arising hereunder shall be in that State or Federal court nearest to the office of
MAG-TROL. The parties hereto further agree to waive all issues of personal jurisdiction with
respect to actions brought pursuant to this Agreement.

10. Miscellaneous. These terms and conditions shall inure to the benefit of and shall be binding
upon the heirs, successors, and assigns of the parties hereto. You shall not assign its duties and
obligations hereunder without MAG-TROL’s prior written consent. You hereby expressly agree that in
making sales of Goods that use in any manner MAG-TROL’s Goods, you will be bound by and comply with
all federal, state, and local laws, ordinances or regulations applicable. You agree to indemnify
MAG-TROL against loss or damage resulting from your breach, or failure to comply with, any of the
regulations. Section headings used herein are for convenience only; they form no part of these
terms and shall not affect their interpretation.