The following are Delaware County Electric Cooperative, Inc.’s ("DCEC") standard purchase order terms and conditions which, unless otherwise agreed to in writing, shall apply to all DCEC purchase orders.

1. TERMS AND ACCEPTANCE. This purchase offer constitutes an offer by DCEC and Seller’s acceptance of DCEC’s offer, whether by acknowledgment or by filling this purchase order, in whole or in part, constitutes a binding contract and is expressly limited to the exact terms, conditions and instructions contained herein. It is a condition of this purchase order that any deletion, addition, alteration, modification, amendment or contrary terms and conditions of this purchase order, whether contained in Seller’s acknowledgment, invoice packing list, delivery slip, or other writing, shall have no force or effect and shall not constitute any part of this contract of purchase and sale without DCEC’s express written consent.

2. BILLS OF LADING/INVOICES. All bills of lading and express receipts should be to the "Ship to" address on the front of the purchase order. All invoices should be sent to DCEC’s invoice address shown on the front of the purchase order. Seller must invoice DCEC for each order and may not invoice prior to making shipment. Invoices must contain DCEC’s purchase order number to receive consideration for payment.

3. PACKING. DCEC’s purchase order number must appear on the outside of each package and all packing slips, invoices, and related paper. Each package shall contain an itemized packaging slip indicating part number(s). Omitted or incomplete packing slips may cause delay in payment of invoice.

4. EXTRA CHARGES. Unless specifically stated in this purchase order, no charges of any kind, including but not limited to charges for packing, shipping, freight, express, cartage, insurance, or transportation, will be allowed.

5. DELIVERY/TIME OF ESSENCE. Time is of the essence with respect to Seller’s performance hereunder and if goods are not delivered by the time specified, DCEC may, at its option, and without limiting its other rights, reject such goods and cancel all or any unfulfilled part of this order. The acceptance of late or defective delivery shall not be deemed a waiver by DCEC of its right to cancel this order, or to refuse to accept further deliveries. DCEC reserves the right to charge Seller for any loss or expense incurred caused by or the result of Seller’s failure to make timely delivery. Unless otherwise specified on the face of this purchase order, terms of delivery of goods are F.O.B. destination with prepaid freight.

6. EXCUSABLE FAILURE OR DELAY. Neither DCEC nor Seller shall be responsible for the failure or delay in delivery or acceptance of goods where such failure or delay is attributable to any act of God, war, terrorist attack (or threat thereof), compliance with laws or governmental acts or regulations not in effect as of the date of this purchase order, fire, flood, quarantine, embargo, strike or other work stoppage, epidemic, earthquake or other causes similar to those listed beyond the reasonable control of the affected party. The party seeking to avail itself of any of the foregoing excuses shall promptly notify the other party of the reason why its failure or delay is excusable and the notifying party shall use its best efforts to avoid further delay and shall begin performance as soon as possible after the condition responsible for the failure or delay has abated.

7. INSPECTION AND REJECTION. All goods furnished under this purchase order shall be subject to DCEC’s inspection, testing, and approval or rejection prior to or after delivery. Acceptance of any goods shall not alter or affect Seller’s warranties. Payment by DCEC shall not constitute an acceptance or approval of any non-conforming or defective goods or workmanship, nor shall it affect the right of DCEC to later reject the goods.

8. NONCONFORMING GOODS. In addition to all remedies permitted by law, DCEC reserves the right to reject and return to Seller for full refund or set-off (as applicable) and at Seller’s expense, all over shipments and all goods that do not conform to DCEC’s specifications. DCEC may charge to Seller all expenses for inspecting, unpacking, examining, repacking, storing and reshipping any goods rejected. The remedies afforded to DCEC pursuant to this paragraph shall not be exclusive, but DCEC may hold Seller liable for any and all damages arising from or the result of the failure of the goods to conform to the provisions and specifications set forth in this order.

9. RISK OF LOSS. Risk of loss and transfer of title shall not pass to DCEC until goods are delivered to and accepted by DCEC. Seller shall maintain adequate insurance coverage for goods in transit and submit a certificate of insurance to DCEC which provides for DCEC to receive 30 days’ notice of cancellation.

10. WARRANTIES. Seller expressly warrants that goods supplied under this order will conform to the specifications, drawings, samples, or other descriptions given in all respects, and shall be new, fit and serviceable for the purpose intended, for good quality, material, and workmanship, merchantable and free from defect. All goods shall be subject to rejection if use reveals a defect not apparent upon receipt; and if rejected, will be held at Seller’s risk and expense. Seller’s warranties shall survive any acceptance of goods accepted by DCEC and shall be in addition to any express warranties furnished or represented to DCEC by Seller.

11. WARRANTY AGAINST INFRINGEMENT. Seller warrants that the goods delivered to DCEC and DCEC’s use of goods for their normal purposes, will be free from any claims of alleged infringement or contribute to the infringement of any patents, trademarks, service marks, copyrights, trade secrets or other intellectual property right of any other party. If any third party asserts any such claim against DCEC, its employees, officers, directors, members, agents, and/or members, Seller shall hold harmless, indemnify and defend with competent counsel, each such party from and against all liabilities, losses, damages, costs, expenses, causes of action, suits, judgments and claims, including payment of reasonable attorneys’ fees, arising out of or relating to such claim.

12. PRICE/PAYMENT. DCEC is exempt from the payment of sales tax. Prices set forth in this purchase order are not subject to increase. No additional amounts shall be chargeable to DCEC because of taxes or excises, presently or hereafter levied on Seller. If Seller’s quoted prices for the goods covered by this order are reduced (whether in the form of a price reduction, close-out, rebate, allowance, or additional discounts offered to anyone) at any time of any shipment, the price to DCEC for such goods shall be reduced accordingly by Seller, and DCEC will be billed at such reduced prices. If the price is not recorded on the face of this purchase order, the price shall be that of last previous order given by DCEC to Seller, subject to the provisions of this paragraph. If the price includes taxes or excises, and if all or any part of such taxes or excises are refunded to Seller, Seller shall immediately pay DCEC the amount of such refund. Seller certifies that the prices charged pursuant to this purchase order are not higher than prices being charged to other organizations purchasing identical goods in smaller quantities at this particular time and do not discriminate against DCEC. Payment of invoices to which DCEC does not object or dispute shall be made within 30 days of DCEC’s receipt of each such invoice.

13. INDEPENDENT CONTRACTOR. Nothing in this purchase order is intended to, and shall not, create any joint venture, partnership, agency or similar relationship between DCEC and Seller. Seller shall not have, and shall not hold itself out as having, the authority to act on behalf of DCEC or to bind DCEC for any purposes.

14. INSURANCE. Before Seller performs any work on DCEC’s premises, certificates of insurance for at least the coverages listed below must be issued and sent to DCEC at the address set forth on the face of this purchase order, including a provision that the insurance will not be canceled or charged without giving 30 days prior written notice to DCEC: (a) NYS workers’ compensation and employer’s liability; (b) NYS statutory disability benefits; (c) general liability including contractual liability for bodily injury and property damage $1,000,000 per occurrence, $3,000,000 aggregate; and (d) automobile liability, bodily injury and property damage, combined single limit $1,000,000 each occurrence. Certificates for coverage listed in (c) and (d) above shall name DCEC as an additional insured and shall contain a written provision that Seller’s insurance is primary to any insurance DCEC may maintain. Such insurance coverage shall be obtained from reputable and financially sound insurance carriers.

15. INDEMNIFICATION. Seller shall hold harmless, indemnify and defend with competent counsel, DCEC, its employees, officers, directors, members, agents and/or member

s from and against all liabilities, losses, damages, costs, expenses, causes of action, suits, judgments and claims, including payment of reasonable attorneys’ fees, by or on behalf of any person, corporation, entity, or governmental body resulting from Seller’s actual or alleged liability in tort (strict or otherwise), breach of contract or warranty, infringement, negligent or intentional acts or omissions, or from goods supplied by Seller under this purchase order or by reason of Seller’s use of DCEC’s premises.

16. CANCELLATION/SUSPENSION. DCEC reserves the right at any time, and from time to time, with or without cause, to cancel or suspend this purchase order and all or any part of the undelivered portion of this order by giving notice to Seller. In the event of cancellation or suspension, DCEC’s sole responsibility to Seller shall be to pay the agreed upon price for such goods as have been delivered and as of the time such cancellation or suspension is effective, and DCEC shall not otherwise be liable to Seller for, including, without limitation, loss of overhead and anticipatory profits. In the event of a suspension, DCEC shall have the ability to reinitiate the purchase order upon notice to Seller. The provisions of this paragraph shall not limit or affect DCEC’s right to terminate this purchase order for Seller’s default.

17. DEFAULT. Upon the occurrence of any one or more of the following events, DCEC shall have the option to cancel and terminate this purchase order without cost or liability to DCEC: (a) Seller’s insolvency or inability to meet obligations as they become due, (b) the filing of a voluntary or involuntary petition of bankruptcy by or against Seller, (c) institution of legal proceedings against Seller by creditors or stockholders, (d) appointment of a receiver for Seller by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events set forth above shall not effect the right of DCEC to cancel its additional obligations.

18. TRADENAME. Unless authorized by DCEC in writing, DCEC’s name and tradename shall not be used in Seller’s advertising.

19. COMPLIANCE WITH LAWS. All goods provided shall comply, in all aspects, with all applicable State, Federal, and local laws, rules and regulations.

20. NO ASSIGNMENT. Seller may not assign this purchase order or any interest relating to this order, nor is it permitted to engage subcontractors to perform any of Seller’s obligations hereunder, without DCEC’s written consent.

21. WAIVER. The failure of DCEC to enforce any of the provisions of this purchase order shall not be construed to be a waiver of such provision or limit the right of DCEC thereafter to enforce each and every provision. No claim or right arising out of a breach of this order can be discharged by waiver unless the waiver is in writing and signed by the aggrieved party. This order contains the entire agreement of the parties, and failure of either party to enforce any of its rights under this order shall not constitute a waiver of such rights or any other rights.

22. SEVERABILITY. If any provision or provisions of this purchase order shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

23. GOVERNING LAW. All matters concerning the validity and interpretation of DCEC’s offer and Seller’s acceptance shall be governed exclusively by the laws of the State of New York without regarding to conflict of law principles. Any dispute or controversy that cannot be resolved through good faith negotiation of the parties shall be venued in New York State in a court of competent jurisdiction in Delaware County.