Last Revised: 08/2017

Terms of access

Please review these Terms of Access. All access to and use of this site and all websites (including mobile websites), applications, or other services on which these terms reside (collectively the “City Electric Supply Property”, or “CES Property”), and the features and functions on this CES Property, are subject to these Terms of Access including any terms, terms of sale, terms of commercial credit, conditions, policies and notices linked or referenced from here (“Terms”). The CES Property is owned and/or controlled by City Electric Supply Company and its subsidiaries, divisions, affiliates, and brands (collectively, “CES”). By accessing the CES Property in any way, including, without limitation, browsing the CES Property, using any information contained on or in the CES Property, and/or submitting information to CES, you agree to and are bound by the Terms, including, but not limited to, conducting transactions electronically, disclaimers of warranties, damage and remedy exclusions and limitations, and a choice of Florida law.

From time to time CES may update these Terms. Your use of the CES Property after any changes to these Terms are posted constitutes your agreement to those changes. You agree to review these Terms periodically to ensure that you are familiar with the most recent version. CES may, in its sole discretion, and at any time, change or discontinue the CES Property or any part thereof, with or without notice, or may prevent your use of the CES Property with or without notice. You agree that you do not have any rights in the CES Property and that CES will have no liability to you if the CES Property is discontinued or your ability to access the CES Property or any content you may have posted on the CES Property is terminated.

By accessing or linking to the CES Property, you assume the risk that the information on the CES Property may be incomplete, inaccurate, or out of date, or may not meet your needs and requirements. CES may add, change, discontinue, remove or suspend any of the information, features and other content included in the CES Property at any time, without notice and without liability. Due to the open nature of the CES Property, and the potential for errors in the storage and transmission of digital information, CES does not warrant the accuracy of information contained on or obtained from the CES Property.

License and Access to CES Property

CES grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the CES Property. This license does not include any resale or commercial use of any CES Property, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any CES Property or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. Any access or attempt to access other areas of any CES computer system or other information contained on the system for any other purposes is strictly prohibited.

When using the CES Property: (a) you will not use any electronic communication feature of the CES Property for any purpose that is unlawful, tortious, abusive, intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; (b) you will not upload, post, reproduce, or distribute any information, software, content or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights; (c) you will not collect or store personal data about other users; (d) you will not use the CES Property for any commercial transactions that are unrelated to the purposes for which the CES Property was provided; (e) you will not upload, post, email, or otherwise transmit on interactive features intended for the general public any advertising or promotional materials or any other form of solicitation or unauthorized communication; and (f) you will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.

CES Content

Content on the CES Property that is provided by CES or its licensors, including certain graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product, service and program names, slogans, and the compilation of the foregoing ("CES Content") is the property of CES or its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws.

You agree not to download, display, or use any CES Content for use in any publications, in public performances, or on websites or applications other than the CES Property for any unpermitted commercial purpose, in connection with products or services that are not those of CES, in any other manner that is likely to cause confusion, that disparages or discredits CES and/or its licensors, or that dilutes the strength of CES’s or its licensor's intellectual property, or that otherwise infringes CES’s or its licensors’ intellectual property rights (including through use of screen scraping, web harvesting, data extraction, or similar software or technologies). You further agree not to misuse any CES Content or User Content (defined below) in any other manner.

Reviews, Content and Submissions

From time to time on certain areas of the CES Property you may be able to submit reviews, comments, feedback and certain other materials ("User Content"). By using these features, you agree that: (a) you will not post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent, or otherwise objectionable or inappropriate as determined by CES in its discretion; (b) you will not post any content that contains personal information about any individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential; (c) you will not impersonate any person or organization, including without limitation, the personnel of CES, or misrepresent an affiliation with another person or organization; and (d) you will not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation of the CES Property, or any feature of the CES Property. You further understand and agree that you have no ownership rights in any account you may have with CES, or other access to the CES Property or features therein. CES may terminate or suspend your account and delete all User Content associated with your account at any time, and without notice, if CES deems that you have violated these Terms, the law, or for any other reason. CES assumes no liability for any information removed from the CES Property, and reserves the right to permanently restrict access to the CES Property or a user account.

By displaying, publishing, or otherwise posting any User Content on or through the CES Property, you hereby grant to CES a limited, non-exclusive, transferable, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content in any and all media now known or hereinafter developed without the requirement to make payment to you or to any third party or the need to seek any third party permission. This license includes the right to host, index, cache, distribute, and tag any User Content, as well as the right to sublicense User Content to third parties (including other users), for use with marketing or on other media or platforms known or hereinafter developed. You continue to retain all ownership rights in your User Content, and you continue to have the right to use your User Content in any way you choose, subject to these Terms and the license described herein. You represent and warrant that you own or have a valid license to use the content submitted, displayed, published or posted by you on the CES Property and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any content you submit, and CES’s use thereof does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity. Notwithstanding the foregoing, you acknowledge that your User Content may contain concepts, ideas, materials, proposals, suggestions and the like relating to CES or its initiatives (your “Ideas”). With respect to your Ideas you acknowledge that: (a) CES receives numerous submissions from many parties and/or may have independently developed and/or considered ideas similar to your Ideas, and that CES’s review of your Ideas is not an admission of novelty, priority or originality; and (b) CES’s use of any ideas the same as or similar to your Ideas, whether based on your User Content, provided to CES by third parties, or independently developed or considered by CES, shall be without obligation to you.

Any photos that you submit may be used at CES's sole discretion. By submitting a photo you grant CES a perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, adapt, and publish your photo in any and all media throughout the world without compensation to you. You should only submit photos that you have personally taken.

Third Party Technology, Websites and Applications

The CES Property may include third party technology, services, software, applications, and links to third party websites (“Technology”). CES is not responsible for the practices or policies of such third parties, nor the content of any third party website or application, and does not make any representation regarding third party product or Technology, or content or accuracy of any material on such websites or applications. If you decide to use any such third party website or application, you do so at your own risk.

To the extent applicable, your use of such third-party Technology is subject to these Terms as well as the additional terms and conditions of any third party which become combined herein.

Indemnification

You agree to indemnify, defend and hold CES, its parents, affiliates, subsidiaries, officers, employees, and website contractors, and each of their officers, employees and agents, harmless from any claims, damages and expenses, including reasonable attorneys' fees and costs, related to your violation of the Terms or which arises from the use of User Content you submitted, posted, or otherwise provided to CES or the CES Property.

Representations and Limitations of Liability

CES makes no representations about the reliability of the features or functions of the CES Property, the Content, User Content, or any other CES Property feature or function, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. CES makes no representations regarding the amount of time that any Content or User Content will be preserved. CES does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any User Content. You acknowledge and agree that any use or reliance on any User Content will be at your own risk and you are solely responsible for any such use or reliance. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by CES without the prior review and written approval of CES.

THIS SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THIS SITE OR ANY INFORMATION OR TECHNOLOGY THEREIN. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL CES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THIS SITE, NOR SHALL CES OR ITS LICENSORS BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND CES’S OR ITS LICENSORS’ REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE'S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL CES, ITS AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, EVEN IF CES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION APPLIES TO YOU ONLY TO THE FULLEST EXTENT PERMITTED BY LAW.

Cross Reference Information

Product cross-reference comparisons or product alternatives that are presented do not imply that all products compared are available or perfectly comparable. CROSS-REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for your intended use.

Hypertext Links

The CES Property may be linked to other sites which are not maintained by CES. CES is not responsible for the content of or privacy or other policies governing those sites. The inclusion of any link to such sites does not imply endorsement, sponsorship, or recommendation by CES of the linked sites. CES disclaims any liability for links: (a) from another site to the CES Property, and (b) to another site from the CES Property. In order to link to the CES Property all users must comply with the CES Linking Terms.

Patents

One or more patents and pending applications for patent owned by CES apply to the CES Property and to the features and services accessible via the CES Property.

Trademarks

Trademarks, trade names, product names and logos (the “Trademarks”) contained in or used by the CES Property or third party Technology are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall inure to the benefit of the trademark owner.

Miscellaneous

These Terms will be governed by and construed in accordance with the laws of Florida without regard to conflicts of laws principles. By using this site, you hereby agree that any and all disputes regarding these Terms will be subject to the courts located in Lake or Orange County, Florida. These Terms operate to the fullest extent permissible by law. Accessing materials on the CES Property by certain persons in certain countries may not be lawful, and CES makes no representation that materials on the CES Property are appropriate or available for use in locations outside the United States. If you choose to access the CES Property from outside the United States, you do so at your own risk and initiative, and are responsible for compliance with any applicable local laws.

On certain areas of the CES Property, you may be given the ability to provide CES with personally identifiable information. Please read the CES Privacy Policy for more information about CES’s information collection and use practices, which policy applies to information collected on the CES Property and your use of the CES Property is subject to that policy.

If CES fails to act with respect to your breach or anyone else's breach on any occasion, CES is not waiving its right to act with respect to future or similar breaches.

If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.

Terms of service

1. Application of Terms. These Terms of Sale and Commercial Credit (“Terms”) apply to all sales of goods by City Electric Supply Company and its affiliates, including any entity which is under common control with City Electric Supply Company.

The Terms set forth in Section I apply to all purchases from Seller (as defined herein). The Commercial Credit Terms set forth in Section II are applicable to all purchases in which Seller chooses to extend credit and are subject to and intended to be construed in accordance with the Terms of Sale set forth in Section I. All reference in this document to “Seller” shall include City Electric Supply Company, and any subsidiary or affiliate thereof (including any division of the foregoing) whether or not performing any or all of the scope hereunder or specifically identified herein. All references to “Customer” shall include all parents(s), subsidiaries and affiliates of the entity purchasing goods from Seller. Seller and Customer may be referred to individually as a “Party” and collectively as “Parties”. This document constitutes a sales agreement respecting goods which Customer buys from Seller and a credit agreement respecting all extensions of credit by Seller to Customer. The Terms are collectively referred to from time to time herein as the “Agreement”.

2. Authorized Acceptance of Terms; Effect of Electronic Signatures. Each person, whether or not a natural person, who buys of goods from Seller is conclusively deemed to have accepted these Terms and represents that such person or an authorized representative or agent thereof has read them in full and binds such person thereto, and such person agrees that it is a Customer within the meaning of these Terms. In the event that electronic documents or electronic signatures are used in connection with any transaction between a Customer and Seller, no transaction or agreement shall be denied legal effect solely because any portion thereof, including any signature, is in electronic form. The natural person engaging in a transaction on behalf of a Customer represents that it is authorized to bind the Customer to the transaction and the Terms contained herein; Seller relies on such representation and reserves all rights, including the rights set forth in these Terms, against the person whose representation is false or fraudulent.

I. TERMS OF SALE

3. Shipping and Delivery; Passage of Title; Risk of Loss. When goods are delivered to Customer in Seller’s own vehicles, the F.O.B. point shall be Customer’s designated delivery site. In all other cases the F.O.B. point shall be Seller’s store or warehouse and all responsibility and costs of shipping and delivery beyond the applicable F.O.B. point shall be borne by Customer. Title and risk of loss shall pass to Customer at the applicable F.O.B. point, which for goods not delivered in Seller’s own vehicles shall be when Seller delivers the goods to the common carrier. Partial shipments are permitted at Seller’s discretion. Customer shall not export or re-export, directly or indirectly, all or any part of the goods or related technology obtained from Seller under these Terms except in accordance with applicable export laws and regulations of the U.S. Further, a Customer that is a non-U.S. company or citizen shall similarly limit any export or re-export activity to that which would be deemed compliant with U.S. export laws and regulations if performed by a U.S. company or citizen.

4. Acceptance. Customer shall inspect the goods upon receipt, and within two (2) business days after delivery, Customer must give notice to Seller of any claim for damages on account of nonconformance, condition, quality, damage, shortage or grade of the goods, and Customer must specify the basis of the claim in detail. Customer agrees that notice, to be reasonable, must be within (2) business days of delivery. Failure of Customer to comply with these conditions will constitute irrevocable acceptance of the goods by Customer. The fact that a party may accept or acquiesce in any course of performance under this sales agreement does not affect the meaning of this agreement, even though the party accepting or acquiescing knows of the nature of the performance and has reasonable opportunity to object to it.

5. Changes to Orders; Returns. After acceptance of an order, any change in product specifications, quantities, destinations, shipping schedules, or any other aspect of the scope of goods must be agreed to in writing by Seller, and may result in a price and delivery adjustment by Seller. No credit for goods returned by Customer shall be given without Seller’s written authorization. All returns are subject to a restocking charge. Without limitation of other remedies, Customer shall be liable to Seller for the price of goods identified to the contract if the Seller determines, in its discretion, that the circumstances reasonably indicate that an effort to resell them will be unavailing and for the price of goods specially manufactured for the buyer.

6. Charges. Prices on Seller’s website, catalogs or in Seller quotes are subject to change without notice, and all such prices expire and become invalid if not accepted within 10 calendar days from the date of issue, unless otherwise noted by Seller in writing. Price extensions if made are for Customer’s convenience only, and they, as well as any mathematical, stenographic or clerical errors, are not binding on Seller. Prices shown do not include any sales, excise, or other governmental tax or charge to be remitted by Seller. Any taxes now or hereafter imposed upon sales or shipments will be added to the purchase price, and Customer shall pay any such tax or provide Seller with an acceptable tax exemption certificate. All prices and other terms provided to Customer shall be kept confidential by Customer except to the extent that Customer is required by law to disclose the same. Seller shall invoice Customer upon and for each shipment and/or transfer of possession for which payment is immediately due.

7. Warranty; Limitation of Liability. Seller warrants that the goods sold hereunder are new and free from substantive defects in workmanship and materials, and that the goods supplied shall be of fair average quality in the trade and within the description of the contract. If the goods do not and cannot be made to conform to the warranty, seller shall either furnish substitute goods with the same warranty or, at the sole option of seller, all payments made or security given on the purchase price shall be refunded to Customer. The exercise of either of the options stated above shall constitute a settlement in full of all claims of Customer for damages, and shall operate as a release of all claims for damages of both Customer and seller arising out of this agreement. No other warranty, express or implied, is made by Seller, and none shall be imputed or presumed. SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO GOODS SOLD UNDER THIS AGREEMENT. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. SELLER ASSUMES NO RESPONSIBILITY WHATSOEVER FOR SELLER’S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY CUSTOMER, AND CUSTOMER’S ACCEPTANCE AND USE OF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY CUSTOMER OR CUSTOMER’S RELIANCE ON ARCHITECTS, ENGINEERS, OR OTHER THIRD PARTIES RATHER THAN ON SELLER’S INTERPRETATION. To the extent not prohibited by applicable law, in no event, whether in contract, warranty, indemnity, tort (including, but not limited to, negligence), strict liability or otherwise, arising directly or indirectly out of the performance or breach of these terms, shall Seller be liable for (a) any special, incidental, indirect, punitive, consequential or similar damages such as loss of use, lost profits, loss of use, lost data, or for any damages or sums paid by Customer to third parties, attorneys’ fees or delay damages, even if such damages were foreseeable or caused by Seller’s breach of this agreement, (b) any claim that properly is a claim against the manufacturer, or (c) any amount exceeding the amount paid to Seller for goods furnished to Customer which are the subject of such claim(s). Customer waives any and all negligence claims it may seek against Seller arising in connection with performance or nonperformance under this Agreement.

8. Seller shall not be liable for delay in delivery or default resulting from any cause beyond Seller’s reasonable control, including, but not limited to, governmental action, strikes or other troubles, fire, damage or destruction of goods, wars (declared or undeclared), acts of terrorism, manufacturers’ shortages, availability of timeliness of transportation, materials, fuels, or supplies, and acts of God (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event: (a) the time for Seller’s performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly; (b) the purchase price shall be adjusted for any increased costs to Seller resulting from such Force Majeure Event; and (c) Customer shall not be entitled to any other remedy.

9. Jurisdiction; Venue; Governing Law. Customer expressly agrees jurisdiction and venue for any legal action related to or arising under this Agreement may be in the state or federal courts of: (a) the location where this Agreement is signed, (b) the location where the materials at issue were purchased, (c) the location where the materials were incorporated, (d) the location where payment should be remitted, (e) Lake County, Florida, or (e) as otherwise provided by law with Seller having the sole right to choose among any of these jurisdictions and venues for any dispute related to or arising under this Agreement. This Agreement shall be governed and construed exclusively by the provisions contained within this Agreement and in accordance with the laws, including the Uniform Commercial Code, of the jurisdiction in which Seller chooses to bring a particular action without resort to the principles of conflicts of law, and any right to object to such venue or to assert the inconvenience of such forum is thereby waived. The rules or laws described by the UN Convention on Contracts for the International Sale of Goods is specifically excluded.

10. Miscellaneous. No modification or alteration of these Terms shall result from Seller’s shipment of goods following receipt of Customer’s purchase order or any other document containing additional, conflicting or inconsistent terms. Conditions, understandings, or agreements other than those stated herein, and all prior proposals and negotiations are merged within and superseded by this Agreement. These Terms shall be binding upon the parties and their respective heirs, executors, administrators, successors, assigns and personal representatives. This writing shall prevail over any inconsistent terms contained within Customer’s purchase order or other documents provided by Customer even if acknowledged by seller. Additional or different terms and conditions that alter or modify these Terms are expressly rejected by Seller and are not binding upon Seller unless an authorized representative of Seller specifically accepts the additional or different terms or conditions in writing. Seller specifically rejects any contrary Terms contained in any lien waiver document where an authorized representative is coerced into endorsing in order to receive payment for a debt, especially with reference to indemnification and warranties beyond that which are provided in this Agreement. If Customer fails to comply with these Terms, Seller may terminate or restrict any order immediately upon notice to Customer. Customer certifies that it is solvent and that it will advise Seller immediately if it becomes insolvent.

11. Waiver of Jury Trial. The parties waive trial by jury in any action to enforce this Agreement.

12. Severability. If any one or more of the provisions contained herein is held to be unlawful, or unenforceable, the provision will not affect the enforceability of any other provision of this Agreement, which shall remain in full force and effect. In such event, this Agreement shall be construed as if the illegal or unenforceable provision had not been included in the Agreement.

13. Insolvency; Change in Control. If Customer fails to comply with these Terms, Seller may terminate or restrict any order immediately upon notice to Customer. Customer certifies that it is solvent and that it will advise Seller immediately if it becomes insolvent. Customer agrees to send Seller written notice of any changes in the form of ownership of Customer’s business within 5 days of such changes. Customer and Seller are the only intended beneficiaries of this document and there are no third party beneficiaries. The Terms shall survive termination, cancellation and completed performance of this Agreement as long as necessary to allow the aggrieved party to fully enforce such clauses as contained therein.

II. TERMS OF COMMERCIAL CREDIT

1. The Customer certifies the information contained in any credit application agreement submitted to Seller is correct, that it is submitted for the purpose of obtaining credit and will be relied upon for that purpose.

2. Customer shall pay all charges on terms of Net 16th of month, unless otherwise indicated in writing, payable in United States of America (“U.S.”) dollars, and becomes delinquent on that date. Delinquent accounts shall bear simple interest at the rate of 1.5% per Month, or the maximum rate allowable by law. If Customer is in arrears on any invoice, Seller may withhold further delivery of goods until all arrearages are brought current.

3. Failure to make timely payment of amounts due hereunder shall relieve Seller of any obligation to extend credit. Credit shall be limited to such amount as Seller shall, in its sole discretion, determine, including no credit. Credit limits may be increased or decreased at any time at Seller’s discretion.

4. Seller may extend credit under the terms contained herein until Customer advises Seller in writing of Customer’s desire to terminate this Agreement and close any open account(s).

5. Customer authorizes Seller to obtain commercial and/or consumer credit reports from credit reporting agencies. Subsequent credit reports may be requested or utilized in connection with update, renewal, or extension of the credit for which this application is made.

6. If Customer decides to close any of its accounts, Customer shall give Seller written notice thirty (30) days in advance. The written notice shall be sent to Seller’s local Credit Department, and such notice must reference the account(s) being closed by name and account number.

7. Seller reserves all rights and remedies for nonpayment, breach or default hereunder.

8. Customer shall indemnify, defend, and hold Seller, its officers, directors, employees and agents harmless from any and all costs (including attorneys’ and accountants’ fees and expenses, Court costs, and any other legal expense), liabilities and damages resulting from or related to any third party claim (including Customer’s employees), complaint and/or judgment arising from Customer’s use of any goods furnished hereunder, as well as any negligent, intentional, or tortious act or omission of Customer, including the misrepresentation or inaccurate job/project specific information intended to provide Seller with additional security in the site where materials are delivered, incorporated or consumed through any prevailing lien or bond statutes, a consideration for which credit may be extended, or any material breach by Customer of these terms.

9. Where credit is to be extended, and at the time the order is placed, Customer will provide accurate and complete information to enable Seller to preserve any and all rights to encumber the job, property, real estate, or bond on the project, where Seller’s materials are to be incorporated, by serving any such necessary Pre-Lien Notice in accordance with the lien law requirements of the State where the project is located. Customer’s failure to provide accurate or complete Job or Project information at the time the order is placed will constitute a material breach of this Agreement and Seller shall have a cause of action against Customer for all damages sustained as a result of such breach, in addition to all rights and remedies provided by this Agreement, including those available under all applicable state or federal lien statutes.

10. This Agreement, as amended in writing by other documents supplied by Seller from authorized employees from time to time, constitutes the entire agreement between the parties.

11. All sales to Customer are subject to these Commercial Credit Terms and Terms of Sale (“Terms”), and these Terms shall be binding upon the parties and their respective heirs, executors, administrators, successors, assigns and personal representatives. This writing shall prevail over any inconsistent terms contained within Customer’s purchase order or other documents provided by Customer even if acknowledged by Seller. Additional or different terms and conditions that alter or modify these Terms are expressly rejected by Seller and are not binding upon Seller unless an authorized representative of City Electric Supply Company specifically accepts the additional or different terms or conditions in writing. Seller expressly rejects any contrary Terms contained in any lien waiver document where an authorized representative is coerced into endorsing in order to receive payment for a debt, especially with reference to indemnification, and any warranties beyond that which are provided in this Agreement.

12. Customer agrees Seller’s acceptance of less than full invoice amount shall not be construed as a waiver of Seller’s right to collect the remainder due.

13. In any action to enforce the terms of this Agreement, or to collect any moneys owed or claimed to be owed to Seller, the prevailing party shall be entitled to reimbursement of its Expenses, Accountancy Fees, Court costs and reasonable attorneys’ fees by the non-prevailing party.

14. I HEREBY CERTIFY THAT I AM AUTHORIZED TO SUBMIT THIS APPLICATION ON BEHALF OF APPLICANT, I HAVE READ AND AGREE TO THESE TERMS. IF FOR ANY REASON THE EXECUTING INDIVIDUAL NOT AUTHORIZED TO BIND APPLICANT TO THESE TERMS, THE EXECUTING INDIVIDUAL WILL BECOME PERSONALLY LIABLE AND RESPONSIBLE AS PRIMARY APPLICANT.