Terms and conditions

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TERMS AND CONDITIONS Of WIRING BY WALL, INC./EVO INTEGRATION

1. Agreement. These terms and conditions (“Terms and Conditions”) are incorporated into any quotation,

work order, purchase order or invoice accompanying these Terms and Conditions and apply to any and all

goods and materials (“Goods”) and services (“Services”) provided by Wiring by Wall, Inc./Evo Integration a

Pennsylvania corporation, (hereafter “W byW”)to the customer (“Customer”). These Terms and Conditions and any accompanying quotation, work order, purchase order or invoice are collectively referred to as this “Agreement.”

2. Conflicting Forms. Should the terms of any document (including, without limitation, a quotation, work

order, purchase order or invoice) accompanying the Terms and Conditions or contained in any document prepared by Customer conflict with these Terms and Conditions, then these Terms and Conditions shall prevail unless the conflicting terms are expressly accepted by a signed writing by WbyW.

3. Acceptance. Acceptance of the Terms and Conditions shall be deemed to occur upon the earliest of: (a)

receipt by WbyW of a work order, quotation or purchase order from Customer; (b) written acknowledgment from Customer of Customer’s acceptance of this Agreement; (c) written or oral authorization to proceed; (d) receipt by Customer of the Goods in accordance with the transfer of title and risk of loss provisions set forth in these Terms and Conditions; or (e) receipt of WbyW of payment in full or in part for the Goods or Services.

4. Terms of Payment. Unless otherwise agreed to in writing, Customer shall pay; (a) a deposit equal to fifty

percent (50%) of the cost of all Goods before W by W will order any Goods; and (b) the remaining fifty percent (50%) of the cost of such Goods at the time of delivery. All other sums will be billed to Customer and are due within thirty (30) days from the date of the invoice (the “Invoice”), unless otherwise specified on the Invoice (the “Due Date”). Customer will be charged interest of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate permitted by applicable law, whichever is less, on any overdue balance. WbyW is not obligated to extend credit or financing terms to Customer. WbyW may in its sole discretion revoke any credit extended to Customer and require payment in full prior to WbyW’s delivery of Goods or Services. WbyW may retain possession of any Goods or refuse to provide any Services until Customer has paid in advance all amounts due to WbyW. If WbyW retains a collection agency, legal counsel or incurs any out-of-pocket expenses to collect payments from Customer, all such costs will be added to the sums due, will bear interest at the rate set forth above and will be the responsibility of Customer. If Customer fails to pay WbyW any amounts when due, WbyW may immediately suspend all activity relating to this Agreement and may exercise all of WbyW’s rights and remedies. Customer agrees that, other than WbyW’s delivery of the Goods and Services, payment to WbyW is not contingent on any other occurrence, matter or event including, without limitation, Customer’s receipt of payment

from any third party. Once WbyW is on the job site, if it reasonably believes it must provide Goods or Services that materially deviate from that set forth in this Agreement in order to properly complete the job, then Customer will pay WbyW on a time and materials basis at W by W’s then current rate for such additional Services and Goods.

5. Shipment and Delivery. All goods are priced F.O.B. shipping point and all freight and shipping charges are

the responsibility of and shall be paid by Customer. Manner of shipping and routing of shipments is at the discretion of WbyW, unless directed otherwise in writing by Customer and agreed to in writing by W byW.

6. Title and Risk of Loss. Title to the Goods and any risk of loss associated with the Goods shall pass to

Customer at the time of delivery of the Goods to the carrier for shipment to Customer. In the event Customer, or its agent or representative picks up the Goods at WbyW place of business or WbyW delivers the Goods, title and risk of loss pass to Customer at the time of pick up by Customer, its agent by representative or delivery by WbyW. With regard to Goods that are returned to WbyW, title and risk of loss remains with Customer until receipt and acceptance of the Goods by WbyW. All claims for damage and shortage in transit shall be made by Customer with the carrier, and Customer holds WbyW harmless for all such claims.

7. Applicable Laws, Licenses and Permits. This Agreement is subject to and Customer shall complywith all

applicable federal, state and local laws, regulations, requirements, rules and guidelines (“Laws”) and is further subject to the timely approval and issuance of any necessary licenses and permits. Any special conditions or requirements of any licenses or permits, which are not specifically described in this Agreement, are not included in the price and the price may be adjusted by WbyW as a result of such special conditions or requirements. WbyW reserves the right not to perform any work that it determines in its sole discretion may violate any Laws or cause or result in an unsafe condition.

8. Customer Scheduling Changes. Customer may change the scheduling of the Services without charge by

providing written notice of such scheduling change to W by W no later than ten (10) business days prior to the commencement of such Services. Customer is responsible for any costs WbyW may incur as a result of Customer rescheduling the delivery of Goods. Rescheduling of Services by Customer within ten (10) business days of the commencement of such Services will result in a minimum charge equal to twenty-five percent (25%) of the gross amount of the Services. Rescheduling of Services by Customer with less than twenty-four (24) hours prior to the commencement of such Services will result in a minimum charge equal to fifty percent (50%) of the gross amount of the Services. To change any scheduling, Customer shall provide W by W with written notice of the requested change in accordance with the Notice provision below.

9. Reliance by WbyW. Customer represents and warrants to WbyW the complete accuracy and correctness

of any information, data, dimensions, blueprints schematics, diagrams, specifications or other drawings or

representations whether oral or in writing, provided by or on behalf of Customer (collectively, the “Specifications”). WbyW may rely upon all specifications and shall have no responsibility to make any independent inquiry or investigation regarding such Specifications. WbyW’s review of any Specifications will not relieve Customer of its obligation to provide complete, accurate and correct Specifications. Any Specifications provided to WbyW are not deemed to be confidential and are acquired free of any restriction.

10. Special Order Goods. Under no circumstances may Customer return special order Goods.

11. Termination. Customer shall not have the right to terminate this Agreement. If Customer terminates this

Agreement in violation of this provision or WbyW terminates this Agreement for cause, then in addition to any other rights W by W may have, Customer will pay W by W: (i) in accordance with this Agreement for all work completed under this Agreement and for any work attempted or partially completed on a time and materials basis at WbyW’s then current rates for such Services and Goods; (ii) the costs incurred to terminate any orders which WbyW entered into in connection with this Agreement or if any such orders cannot be terminated, all costs, damages and losses suffered byW byW as a result thereof; (iii) any other out-of-pocket costs incurred by WbyW; and (iv) the profit W byW would have received under this Agreement had it not been terminated.

12. Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO WARRANTIES ARE PROVIDED BY W BY W WITH REGARD TO THE GOODS AND SERVICES. CUSTOMER WAIVES ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, NOT EXPRESSLY CONTAINED IN THIS AGREEMENT, INCLUDING,WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANABILITY AND FITNESS FOR A PARTICULAR PURPOSE,WBYW WILL HAVE NO LIABILITY FOR LOSS OF ANTICIPATED PROFITS, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES AND, NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY,WBYW’S LIABILITY, UNDER ALL CIRCUMSTANCES, WILLNOT EXCEED THE AMOUNTS PAID BY CUSTOMER TOWBYWFOR THEGOODSANDSERVICES. Products manufactured by third parties are warranted to the extent of the original manufacturer’s warranty which upon delivery of the Goods is deemed automatically assigned to Customer. Customer claims involving products manufactured by third parties may only be submitted to the manufacturer and are limited to the manufacturer’s warranty.

13. Indemnity. In addition to all other rights and remedies available to WbyW at law or in equity, Customer

agrees to indemnify, defend and hold harmless WbyW, its officers, agents, employees, subcontractors, successors and assigns from and against any and all losses, expenses (including, without limitation, attorney’s fees, other professional’ fees and court costs), costs, damages (including, without limitation, consequential, exemplary and special damages), lost profits, demands, liabilities, suits and claims in connection with or arising, directly or indirectly, out of: (a) a breach of terms of this Agreement by Customer; (b) any act, error or omission, whether negligent or not, of Customer or its agents, employees, suppliers, subcontractors or consultants, including, without limitation, any actual or alleged personal injury (including, without limitation, death) or damage or destruction to property of W by W or other third parties (including, without limitation, loss of use), provided that such injury, death, damage or destruction is not occasioned by the sole negligence of WbyW; (c) any variation, inadequacy or inaccuracy contained in any Specifications, goods or equipment supplied by or on behalf of Customer; or (d) any disputes with regard to the title or possession of any Goods.

14. Professionals’ Fees. Customer shall pay W by W’s costs and attorneys’ fees in the event of a dispute

between the parties regarding the interpretation or enforcement of this Agreement that results in an arbitration or litigation, in which WbyW prevails.

15. Force Majeure. W by W will be excused from any delay or failure in its performance of its obligations

under this Agreement where the delay or failure is due, in whole or in part, directly or indirectly, to a cause beyond WbyW’s reasonable control including, without limitation, labor difficulties, riots, fire,weather casualty, accidents, act of God, acts of terrorism, civil disorder, war, shortage of labor or materials or governmental acts or restrictions. Upon any of the above events, W byW will have the additional right to extend the time to provide the Goods and Services under this Agreement or to cancel this Agreement without any resulting liability to W byW.

16. Governing Law. This Agreement is made, entered into and performed in the Commonwealth of

Pennsylvania and shall be in respects governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, as if entirely performed in Pennsylvania without regard to any conflict of law rules and without regard to any rules of construction or interpretation relating to which party drafted this Agreement.

17. Exclusive Jurisdiction. The parties confer jurisdiction and venue to interpret and enforce this Agreement

exclusively upon the Courts of Berks County, Commonwealth of Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania, and Customer waives any objection to such jurisdiction and venue, including, without limitation, objection as to an inconvenient forum.

18. Waiver of Jury Trial. THE PARTIES HERETO WAIVE THE RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF THIS AGREEMENT AND AGREE TO A TRIAL BY A JUDGE.

19. Assignment and Successors. This Agreement may not be assigned by Customer, either directly or

indirectly (including, without limitation, by merger or sale of capital stock or assets), without the prior written consent of WbyW, which consent may be withheld by WbyW, in its sole discretion. WbyW reserves the right to subcontract some or all of its obligations under this Agreement at the sole discretion of WbyW and without notice to Customer. This Agreement shall inure, where applicable, to the benefit of and be binding on the heirs, executors, administrators, successors and permitted assigns of the respective parties.

20. Severability. In case one or more of the provisions of this Agreement shall, for any reason, be held by a

court of competent jurisdiction to be invalid, illegal or unenforceable in any respects, such provision shall be modified or amended to the extent necessary to remove the invalidity, illegality or unenforceability. Should the amendment or modification of such provision be impossible, this Agreement shall be construed as if it never contained the invalid, illegal or unenforceable provision and such provision shall not affect any other provision of this Agreement.

21. Taxes. The prices for any Goods and Services do not include applicable taxes and Customer shall pay all

federal, state and local sales, use, property, excise or other taxes imposed on or with respect to such Goods or Services.

22. Waiver. No claim or right arising out of a breach of this Agreement by Customer may be discharged in

whole or in part by a waiver of the claim or right, unless the waiver is in writing signed by an authorized

representative of W by W. W by W’s waiver or acceptance of any breach by Customer of any provision of this

Agreement does not constitute a waiver of performance as to any other provision of this Agreement, nor as to any prior or subsequent breach of the same provision.

23. Remedies Cumulative. The remedies provided in this Agreement are not exclusive, but shall be cumulative and in addition to all other remedies available at law or in equity (including, without limitation, the rights of a seller under the Pennsylvania Uniform Commercial Code). W by W may exercise all of its remedies, successively or concurrently, and any such action shall not operate to release Customer until the full amount of all sums due and to become due under this Agreement have been paid to WbyW.

24. Notices. Any notice or other communication required to be given under this Agreement shall be in writing and shall deemed to be sufficiently delivered if sent by mail when receipt acknowledged (a) hand delivery; (b) nationally recognized overnight carrier; or (c) certified mail, return receipt request to Wiring by Wall, Inc./Evo Integration at: 1450 Main Street, Shoemakersville, Pennsylvania 19555, Attention David M. Wall, President and to Customer at Customer’s usual and customary place of business. Such notice shall be effective on the earlier of actual receipt or three (3) days after mailing. Any party may change the address to which communications are sent by delivering notice of such change to the other party in accordance with this provision.

25. Headings. The headings of this Agreement are for convenience of reference only and shall not affect the

interpretation of this Agreement.

26. No Setoff. Customer has no right to set off against amounts dueWbyWfor the Goods and Services and, in

the event Customer exercises a set off it shall constitute a breach of this Agreement by Customer and entitle WbyW to all of its rights and remedies under this Agreement, including, without limitation, the right to recover interest and attorney’s fees, and any other remedy available at law or in equity.

27. No Third Party Beneficiaries. Nothing contained in this Agreement will be construed as providing rights

to any person other than W byW or Customer, and no third party is a beneficiary of this Agreement.

28. Entire Agreement andModification. This Agreement represents the entire understanding and agreement

of the parties with regard to this matter and supersedes any prior agreements or understandings, whether oral or written, between the parties with respect to the subject matter of this Agreement. No amendment or modification of this Agreement will be effective unless in writing and signed by all parties.