Terms & Conditions of Sale

Capital Electric Wire & Cable Co., Inc.

1. ACCEPTANCE OF ORDERS

All quotations, order acknowledgements, invoices, and sales by Capital Electric Wire & Cable Co., Inc. (“Seller” or “Capital”) are expressly subject to these Terms and Conditions of Sale. Seller’s acceptance of any order is expressly conditioned upon Buyer’s acceptance of these Terms and Conditions. Any additional, inconsistent, or different terms proposed by Buyer are hereby rejected and shall not become part of the agreement unless expressly agreed to in writing by Seller.

Upon acceptance of an order, Seller will issue an order acknowledgement electronically or by other means. The order acknowledgement, together with these Terms and Conditions, constitutes the entire agreement between Seller and Buyer and supersedes all prior discussions, negotiations, representations, and agreements. In the event of any discrepancy between Buyer’s purchase order and Seller’s order acknowledgement, Seller’s order acknowledgement shall control.

2. QUOTATIONS

Unless otherwise stated in writing, all quotations are valid for thirty (30) calendar days from the date issued and are subject to change without notice. Quotations are subject to product availability and manufacturer confirmation.

3. MINIMUM ORDER

The minimum order amount is Twenty-Five Dollars ($25.00). Higher minimum order requirements may apply to non-stock, special-order, custom-manufactured, or made-to-order products.

4. PRICES

All prices are stated in U.S. Dollars unless otherwise specified.

Quoted and acknowledged pricing may be adjusted due to increases in:

• Copper and other raw material costs
• Manufacturer price increases
• Tariffs and duties
• Freight and transportation costs
• Fuel surcharges
• Currency fluctuations
• Government-imposed fees or charges
• Other costs beyond Seller’s reasonable control

Unless otherwise agreed in writing, invoices shall reflect pricing in effect on the shipment date.

5. TAXES

Buyer shall provide Seller with any applicable tax exemption certificates prior to shipment.

Buyer shall be responsible for all sales, use, excise, value-added, gross receipts, customs, duties, tariffs, and other governmental taxes or charges imposed upon the sale, shipment, delivery, or use of products, except taxes based solely upon Seller’s income.

6. PAYMENT TERMS

Payment terms are Net 30 Days from the invoice date unless otherwise agreed in writing.

Freight invoices are due Net 15 Days.

Past due balances shall accrue interest at the lesser of:

• One and one-half percent (1.5%) per month; or
• The maximum rate permitted by applicable law.

If Seller reasonably believes Buyer may be unable to satisfy its payment obligations, Seller may:

• Suspend shipments;
• Require advance payment;
• Require satisfactory security; or
• Cancel unshipped portions of any order.

Buyer shall be responsible for all costs incurred in collecting past due amounts, including:

• Reasonable attorneys’ fees;
• Collection agency fees;
• Court costs;
• Interest; and
• Other collection expenses.

7. SECURITY INTEREST

Seller retains a purchase money security interest in all products sold until paid in full. Buyer authorizes Seller to execute and file any financing statements or other documents necessary to perfect such security interest.

8. DELIVERY AND SHIPPING

Delivery dates are estimates only and are not guaranteed.

Seller shall not be liable for delays caused by:

• Manufacturers
• Suppliers
• Carriers
• Material shortages
• Transportation interruptions
• Labor disruptions
• Government actions
• Force majeure events
• Any circumstances beyond Seller’s reasonable control

Risk of loss shall pass to Buyer upon delivery to the carrier or Buyer, whichever occurs first.

Claims for shortages must be submitted within fifteen (15) days of delivery.

All freight damage must be noted on delivery receipts and reported immediately to the carrier and Seller.

9. QUANTITY TOLERANCES

Unless otherwise specified, shipments are subject to normal industry tolerances of plus or minus ten percent (±10%) without adjustment to the unit price.

10. FORCE MAJEURE

Seller shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including but not limited to:

• Fire
• Flood
• Storm
• Earthquake
• Pandemic
• Epidemic
• Public health emergency
• War
• Terrorism
• Civil unrest
• Labor disputes
• Transportation interruptions
• Supplier failures
• Material shortages
• Utility outages
• Cyberattacks
• Ransomware incidents
• Government actions
• Trade restrictions
• Embargoes
• Acts of God

Seller may allocate available inventory among customers in a manner Seller deems reasonable.

11. CANCELLATION

Orders may not be cancelled without Seller’s written consent.

Approved cancellations may be subject to:

• Restocking fees;
• Manufacturer cancellation charges;
• Administrative fees; and
• Other reasonable costs incurred by Seller.

Non-stock, special-order, custom-configured, cut-to-length, respool, custom manufactured, and made-to-order products are non-cancellable and non-returnable unless otherwise agreed in writing.

12. LIMITED WARRANTY

Seller warrants only that products delivered will conform to the manufacturer’s published specifications at the time of shipment.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Seller’s sole obligation and Buyer’s exclusive remedy shall be limited to:

1. Replacement of defective products;
2. Repair of defective products; or
3. Refund of the purchase price paid for the defective products;

at Seller’s sole discretion.

Any claim for defective products must be submitted in writing within thirty (30) days after discovery and no later than one (1) year after shipment unless a shorter manufacturer warranty period applies.

13. LIMITATION OF LIABILITY

IN NO EVENT SHALL SELLER BE LIABLE FOR:

• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• CONSEQUENTIAL DAMAGES;
• EXEMPLARY DAMAGES;
• PUNITIVE DAMAGES;
• LOSS OF PROFITS;
• LOSS OF REVENUE;
• LOSS OF BUSINESS;
• LOSS OF DATA;
• PROJECT DELAYS;
• LIQUIDATED DAMAGES;
• COSTS OF SUBSTITUTE PRODUCTS;
• COSTS OF SUBSTITUTE LABOR; OR
• OTHER COMMERCIAL LOSSES.

SELLER’S TOTAL LIABILITY ARISING FROM ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM.

These limitations shall apply regardless of the legal theory asserted.

14. PRODUCT APPLICATION AND TECHNICAL ADVICE

Buyer is solely responsible for determining:

• Product suitability;
• Compliance with specifications;
• Code compliance;
• Installation requirements;
• System design; and
• Fitness for Buyer’s intended application.

Any technical advice, recommendations, calculations, designs, drawings, or assistance provided by Seller are provided without charge and without warranty, and are relied upon solely at Buyer’s risk.

15. CYBERSECURITY AND SOFTWARE DISCLAIMER

Products containing software, firmware, networking functionality, cloud services, or cybersecurity features may be vulnerable to unauthorized access, malware, cyberattacks, security breaches, or software defects.

Seller does not warrant that any such products will be free from vulnerabilities, uninterrupted operation, cyber threats, or unauthorized access.

Buyer is solely responsible for implementing appropriate cybersecurity measures, updates, monitoring, and network security controls.

16. RETURN POLICY

No product may be returned without a Return Material Authorization (“RMA”) issued by Seller.

Returns may be accepted only if:

• Requested within six (6) months of invoice date;
• Returned within thirty (30) days of RMA issuance;
• In original packaging;
• Unused;
• Uninstalled; and
• In resalable condition.

Authorized returns may be subject to restocking charges.

Buyer is responsible for all transportation and handling charges associated with returns unless Seller shipped incorrect material.

The following products are non-returnable:

• Cut-to-length products
• Respooled products
• Custom-manufactured products
• Special-order products
• Software licenses
• Opened electronic products
• Obsolete products
• Products configured specifically for Buyer

Installed or partially installed products are not eligible for return.

17. RETURNABLE REELS

Returnable reels remain Seller’s property.

Seller may require a reel deposit. Reels returned within one (1) year in good condition shall receive a credit equal to the deposit amount.

18. EXPORT COMPLIANCE

Buyer shall comply with all applicable United States export control laws, regulations, sanctions programs, and trade restrictions.

Buyer shall not export, re-export, transfer, or use products in violation of applicable laws.

19. ELECTRONIC TRANSACTIONS

Electronic signatures, electronic purchase orders, electronic acknowledgements, emails, and other electronic communications shall have the same force and effect as original written documents.

20. ASSIGNMENT

Buyer may not assign or transfer any rights or obligations under this Agreement without Seller’s prior written consent.

21. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed under the laws of the State of Wisconsin, without regard to conflict of law principles.

Any action arising from or relating to this Agreement shall be brought exclusively in the state or federal courts located in Waukesha County, Wisconsin, and Buyer consents to the jurisdiction of such courts.

22. SEVERABILITY

If any provision of these Terms and Conditions is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

23. ENTIRE AGREEMENT

These Terms and Conditions, together with Seller’s quotation, order acknowledgement, and invoice, constitute the entire agreement between the parties. No modification shall be binding unless made in writing and signed by an authorized representative of Seller.